Common use of Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege Clause in Contracts

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Acquiror waives and shall not assert, and agrees to cause Company and its Subsidiaries to not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Seller, Company, any Company Subsidiary or any officer, employee or director of Seller (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated by this Agreement, by any legal counsel (a “Pre-Closing Counsel”) currently representing any Designated Person in connection with this Agreement or any other agreements or transactions contemplated by this Agreement (the “Current Representation”). (b) Acquiror waives and shall not assert, and agrees to cause Company and its Subsidiaries to waive and to not assert, any attorney-client privilege with respect to any communication between Pre-Closing Counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Acquiror and, following the Closing, with Company, it being the intention of the Parties that all rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by Seller; provided that the foregoing waiver and acknowledgment of retention shall not extend to any communication not involving this Agreement or any other agreements or transactions entered into by Seller in connection with the transactions contemplated by this Agreement, or to communications with any Person other than the Designated Persons; provided, further, however, that Seller shall not waive such attorney-client privilege without the prior written consent of Company. Acquiror hereby agrees to, and agrees to cause Company and its Subsidiaries to after the Closing, take all steps reasonably necessary to ensure that any such privilege shall survive the Closing and shall remain in effect thereafter; provided that from and after the Closing, such privilege shall be controlled by Seller and not Company and its Subsidiaries; provided, further, however, that Seller shall not waive such attorney-client privilege without the prior written consent of Company. (c) Acquiror acknowledges and agrees that effective upon the Closing all Excluded Information constitutes the sole and exclusive property of Seller, and neither Company, its Subsidiaries, nor Acquiror shall have any right, title or interest in or to any such Excluded Information. Acquiror and Company hereby agree that Seller shall have the right, subject to applicable Law to take such actions, and execute and deliver such documents, as may be necessary or appropriate, in order to remove the Excluded Information from the possession and control of Company or its Subsidiaries, as applicable, prior to the Closing, including deleting or transferring Excluded Information from Company’s and its Subsidiaries’ computer servers and network. (d) This Section 6.4 shall be irrevocable, and no term of this Section 6.4 may be amended, waived or modified, without the prior written consent of Seller.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Acquiror waives and shall not assert, and agrees to cause Company and its Subsidiaries the Companies to not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Seller, Company, any Seller or Company Subsidiary or any officer, employee or director of Seller any of the foregoing (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated by this Agreementhereby, by any legal counsel (a “Pre-Closing Counsel”) currently representing any Designated Person Seller or Company in connection with this Agreement or any other agreements or transactions contemplated by this Agreement hereby (the “Current Representation”). Notwithstanding the foregoing, the Sellers shall not waive conflicts or the right to assert attorney-client privilege, and shall retain control of all communications and exchange of documentation with Lobo & Xx Xxxxx in connection with the Brazilian ICMS tax assessment referenced in Section 7.2(a)(viii). On conclusion of the referenced ICMS tax assessment claim, all relevant documentation of the Business related to such claim will be returned to the Business. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror waives and shall not assert, and agrees to cause Company and its Subsidiaries the Companies to waive and to not assert, any attorney-client privilege with respect to any communication between Pre-Closing Counsel any legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Acquiror and, following the Closing, with a Company, it being the intention of the Parties parties hereto that all rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by Sellerthe applicable Designated Person; provided that the foregoing waiver and acknowledgment of retention shall not extend to any communication not involving this Agreement or any other agreements or transactions entered into by Seller in connection with the transactions contemplated by this Agreementhereby, or to communications with any Person other than the Designated Persons; provided, further, however, that Seller shall not waive such attorney-client privilege without the prior written consent of Company. Acquiror hereby agrees to, and agrees to cause Company and its Subsidiaries the Companies to after the Closing, take all steps reasonably necessary to ensure that any such privilege shall survive the Closing and shall remain in effect thereafter; provided that provided, that, from and after the Closing, such privilege shall be controlled by Seller Sellers and not Company and its Subsidiaries; provided, further, however, that Seller shall not waive such attorney-client privilege without the prior written consent of CompanyCompanies. (c) Acquiror hereby acknowledges that it and agrees that effective upon the Closing all Excluded Information constitutes Companies have had the sole opportunity to discuss and exclusive property of Sellerobtain adequate information concerning the significance and material risks of, and neither Companyreasonable available alternatives to, its Subsidiariesthe waivers, nor Acquiror shall have any right, title or interest in or to any such Excluded Information. Acquiror permissions and Company hereby agree that Seller shall have the right, subject to applicable Law to take such actions, and execute and deliver such documents, as may be necessary or appropriate, in order to remove the Excluded Information from the possession and control other provisions of Company or its Subsidiaries, as applicable, prior to the Closingthis Agreement, including deleting or transferring Excluded Information from Company’s and its Subsidiaries’ computer servers and networkthe opportunity to consult with counsel other than counsel currently providing representation in connection with this Agreement. (d) This Section 6.4 6.5 shall be irrevocable, and no term of this Section 6.4 6.5 may be amended, waived or modified, without the prior written consent of SellerSellers and the Pre-Closing Counsel affected thereby.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Acquiror waives and shall not assert, and agrees to cause Company and its Subsidiaries the Companies to not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Seller, Company, any Company Subsidiary Seller or any officer, employee or director of any Seller (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or Agreement, the Transaction Documents and the transactions contemplated by this Agreementhereby and thereby, by any legal counsel the law firms set forth on Schedule 6.5(a) (a “Pre-Closing Counsel”) ), which are each currently representing any Designated Person the Sellers and the Companies in connection with the negotiation, preparation, execution, delivery and performance of this Agreement or any other agreements or Agreement, the Transaction Documents and the transactions contemplated by this Agreement hereby or thereby (the “Current Representation”). (b) Acquiror waives and shall not assert, and agrees to cause Company and its Subsidiaries the Companies to waive and to not assert, any attorney-client privilege with respect to any communication between Pre-Closing Counsel any legal counsel and any Designated Person or any Company or any officer, employee or director of any Company made in connection with and occurring during the Current Representation Representation, solely in connection with any Post-Closing Representation, Representation including in connection with a dispute with Acquiror and, following the Closing, with a Company, it being the intention of the Parties that all rights to such attorney-client privilege and to control such attorney-client privilege in a Post-Closing Representation shall be retained by Sellerthe applicable Sellers; provided that the foregoing waiver and acknowledgment of retention shall not extend to any communication to the extent not involving this Agreement Agreement, the Transaction Documents or any other agreements or transactions entered into by Seller in connection with the transactions contemplated by this Agreementhereby or thereby, or to communications with any Person other than the Designated Persons; provided, further, however, that Seller shall not waive such attorney-client privilege without the prior written consent of Company. Acquiror hereby agrees to, and agrees to cause Company and its Subsidiaries to after the Closing, take all steps reasonably necessary to ensure that any such privilege shall survive the Closing and shall remain in effect thereafter; provided that from and after the Closing, such privilege shall be controlled by Seller and not Company and its Subsidiaries; provided, further, however, that Seller shall not waive such attorney-client privilege without the prior written consent of Company. (c) Acquiror acknowledges and agrees that effective upon the Closing all Excluded Information constitutes the sole and exclusive property of Seller, and neither Company, its Subsidiaries, nor Acquiror shall have any right, title or interest in or to any such Excluded Information. Acquiror and Company hereby agree that Seller shall have the right, subject to applicable Law to take such actions, and execute and deliver such documents, as may be necessary or appropriate, in order to remove the Excluded Information from the possession and control of Company or its Subsidiariesany officer, as applicable, prior to the Closing, including deleting employee or transferring Excluded Information from Company’s and its Subsidiaries’ computer servers and network. (d) This Section 6.4 shall be irrevocable, and no term director of this Section 6.4 may be amended, waived or modified, without the prior written consent of Seller.any

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Acquiror Parent waives and shall not assert, and agrees to cause Company the Surviving Corporation and its Subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Sellerany of the Representative, Company, any Company Subsidiary Stockholders and their respective Affiliates or any officerdirector, officer or employee or director of any of the foregoing (individually and collectively, the “Seller (any such Person, a “Designated PersonGroup”) in any matter involving this Agreement or any other agreements or transactions contemplated by this Agreementhereby, by any legal counsel (a “Pre-Closing Counsel”) currently representing any Designated Person the Seller Group in connection with this Agreement or any other agreements or transactions contemplated by this Agreement hereby (the “Current Representation”). (b) Acquiror Parent waives and shall not assert, and agrees to cause Company the Surviving Corporation and its Subsidiaries to waive and to not assert, any attorney-client privilege with respect to any communication between Pre-Closing Counsel any legal counsel and any Designated Person member of the Seller Group occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Acquiror Parent and, following the Closing, with Companythe Surviving Corporation and its Subsidiaries, it being the intention of the Parties parties hereto that all rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by Sellerthe Company; provided that the foregoing waiver and acknowledgment of retention shall not extend to any communication not involving this Agreement or any other agreements or transactions entered into by Seller in connection with the transactions contemplated by this Agreementhereby, or to communications with any Person other than the Designated Persons; provided, further, however, that Seller shall not waive such attorney-client privilege without the prior written consent of Company. Acquiror hereby agrees to, and agrees to cause Company and its Subsidiaries to after the Closing, take all steps reasonably necessary to ensure that any such privilege shall survive the Closing and shall remain in effect thereafter; provided that from and after the Closing, such privilege shall be controlled by Seller and not Company and its Subsidiaries; provided, further, however, that Seller shall not waive such attorney-client privilege without the prior written consent of CompanyGroup. (c) Acquiror Parent hereby acknowledges that it has had the opportunity to discuss and agrees that effective upon obtain adequate information concerning the Closing all Excluded Information constitutes the sole significance and exclusive property of Sellermaterial risks of, and neither Companyreasonable available alternatives to, its Subsidiariesthe waivers, nor Acquiror shall have any right, title or interest in or to any such Excluded Information. Acquiror permissions and Company hereby agree that Seller shall have the right, subject to applicable Law to take such actions, and execute and deliver such documents, as may be necessary or appropriate, in order to remove the Excluded Information from the possession and control other provisions of Company or its Subsidiaries, as applicable, prior to the Closingthis Agreement, including deleting or transferring Excluded Information from Company’s and its Subsidiaries’ computer servers and networkthe opportunity to consult with counsel. (d) This Section 6.4 shall be irrevocable, and no term of this Section 6.4 may be amended, waived or modified, without the prior written consent of Seller.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Acquiror Conflicts of Interest. Parent and the Company acknowledge that Xxxxxx & Xxxxxxx LLP (“Prior Company Counsel”) has represented the Company in the preparation, negotiation and execution of, and the consummation of the transactions contemplated by, this Agreement. Nevertheless, Parent and the Company agree that, after the Closing, the Prior Company Counsel may represent the Securityholders’ Representative, the Participating Securityholders and/or their Affiliates (each such Person, other than the Company and its Subsidiaries, a “Designated Person”), in each case, with the consent of the Securityholders’ Representative acting on behalf of the Participating Securityholders and without the need for any consent or waiver by the Company or Parent in matters related to this Agreement and the transactions contemplated hereby, including in respect of any claims, litigation or disputes arising under or related hereto or such other Transaction Documents (each, a “Post-Closing Matter”). Accordingly, each of Parent and the Company hereby (i) waives and shall not assert, and agrees after the Closing to cause Company its Affiliates to waive and its Subsidiaries to not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “representation by Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Representation”)Matters and (ii) agrees that, of Seller, Company, any Company Subsidiary or any officer, employee or director of Seller (any such Person, in the event that a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated by this Agreement, by any legal counsel (a “Pre-Closing Counsel”) currently representing any Designated Person in connection with this Agreement or any other agreements or transactions contemplated by this Agreement (the “Current Representation”). (b) Acquiror waives and shall not assert, and agrees to cause Company and its Subsidiaries to waive and to not assert, any attorney-client privilege with respect to any communication between Pre-Closing Counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing RepresentationMatter arises, including Prior Company Counsel may represent one or more Designated Persons in connection with a dispute with Acquiror and, following such Post-Closing Matter even though the Closing, with Company, it being the intention interests of the Parties that all rights such Person(s) may be directly adverse to such attorney-client privilege and to control such attorney-client privilege shall be retained by Seller; provided that the foregoing waiver and acknowledgment of retention shall not extend to any communication not involving this Agreement Parent or any other agreements or transactions entered into by Seller in connection with of its Affiliates (including the transactions contemplated by this Agreement, or to communications with any Person other than the Designated Persons; provided, further, however, that Seller shall not waive such attorney-client privilege without the prior written consent of Company. Acquiror hereby agrees to, and agrees to cause Company Surviving Corporation and its Subsidiaries to after the Closing, take all steps reasonably necessary to ensure that any such privilege shall survive the Closing and shall remain in effect thereafter; provided that from Subsidiaries). Upon and after the Closing, such privilege the Company shall be controlled by Seller and not Company and its Subsidiaries; provided, further, however, that Seller shall not waive such cease to have any attorney-client privilege without relationship with Prior Company Counsel, unless and to the prior written consent of Company. (c) Acquiror acknowledges and agrees that effective upon extent Prior Company Counsel is specifically engaged in writing by the Company to represent the Company after the Closing all Excluded Information constitutes the sole and exclusive property either such engagement involves no conflict of Seller, and neither Company, its Subsidiaries, nor Acquiror shall have any right, title or interest in or to any such Excluded Information. Acquiror and Company hereby agree that Seller shall have the right, subject to applicable Law to take such actions, and execute and deliver such documents, as may be necessary or appropriate, in order to remove the Excluded Information from the possession and control of Company or its Subsidiaries, as applicable, prior with respect to the Closing, including deleting Participating Securityholders or transferring Excluded Information from Company’s and its Subsidiariesthe Securityholders’ computer servers and networkRepresentative consents in writing at the time to such engagement. (d) This Section 6.4 shall be irrevocable, and no term of this Section 6.4 may be amended, waived or modified, without the prior written consent of Seller.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Acquiror The Buyer waives and shall not assert, and agrees to cause Company the Acquired Group to waive and its Subsidiaries to not assert, any conflict of interest arising out of or relating to the representation, representation after the Closing (the “Post-Closing Post‑Closing Representation”), ) of Seller, Company, any Company Subsidiary the Sellers or the Acquired Group or any officerdirector, manager, officer or employee or director of Seller any of the foregoing (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements the Other Agreements or transactions contemplated the Contemplated Transactions by this AgreementXxxxxxx & Xxx, by any legal counsel (a “Pre-Closing Counsel”) currently representing any Designated Person in connection with this Agreement or any other agreements or transactions contemplated by this Agreement P.C. (the “Current Representation”). (b) Acquiror The Buyer waives and shall not assert, and agrees to cause Company and its Subsidiaries the Acquired Group to waive and to not assert, any attorney-client privilege with respect to any communication between Pre-Closing Counsel Xxxxxxx & Xxx, P.C. and any Designated Person occurring during the Current Representation and prior to the Closing in connection with any Post-Closing Post‑Closing Representation, including in connection with a dispute with Acquiror the Buyer and, following the Closing, with Companythe Acquired Group, it being the intention of the Parties that all rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by Sellerthe Sellers; provided provided, that the foregoing waiver and acknowledgment of retention shall not extend to any communication not involving this Agreement or any other agreements Other Agreements or transactions entered into by Seller in connection with the transactions contemplated by this Agreement, Contemplated Transactions or to communications with any Person other than the Designated Persons; provided, further, however, that Seller shall not waive such attorney-client privilege without the prior written consent of Company. Acquiror hereby agrees to, and agrees to cause Company and its Subsidiaries to after the Closing, take all steps reasonably necessary to ensure that any such privilege shall survive the Closing and shall remain in effect thereafter; provided that from and after the Closing, such privilege shall be controlled by Seller and not Company and its Subsidiaries; provided, further, however, that Seller shall not waive such attorney-client privilege without the prior written consent of Company. (c) Acquiror The Buyer hereby acknowledges that it has had the opportunity to discuss and agrees that effective upon obtain adequate information concerning the Closing all Excluded Information constitutes the sole significance and exclusive property of Sellermaterial risks of, and neither Companyreasonable available alternatives to, its Subsidiariesthe waivers, nor Acquiror shall have any right, title or interest in or to any such Excluded Information. Acquiror permissions and Company hereby agree that Seller shall have the right, subject to applicable Law to take such actions, and execute and deliver such documents, as may be necessary or appropriate, in order to remove the Excluded Information from the possession and control other provisions of Company or its Subsidiaries, as applicable, prior to the Closingthis Agreement, including deleting or transferring Excluded Information from Company’s and its Subsidiaries’ computer servers and networkthe opportunity to consult with counsel. (d) This Section 6.4 shall be irrevocable, and no term of this Section 6.4 may be amended, waived or modified, without the prior written consent of Seller.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Acquiror Hightimes irrevocably waives and shall not assert, and agrees to cause Company to irrevocably waive and its Subsidiaries to not assert, any conflict of interest arising out of or relating to the representation, representation after the Closing (the “Post-Post Closing Representation”), ) of Seller, Company, any Company Subsidiary Shareholder or any officerof their respective affiliated trustees, employee managers, employees, or director of Seller other agents or representatives (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements the Transaction Documents or transactions contemplated the Contemplated Transactions by this AgreementWolf, by any legal counsel (a “Pre-Closing Counsel”) currently representing any Designated Person in connection with this Agreement or any other agreements or transactions contemplated by this Agreement Rifkin, Shapiro, Sxxxxxxx & Rxxxxx LLP (the “Current Representation”). (b) Acquiror . Hightimes irrevocably waives and shall not assert, and agrees to cause Company and its Subsidiaries to irrevocably waive and to not assert, any attorney-attorney client privilege with respect to any communication between Pre-Closing Counsel Wolf, Rifkin, Shapiro, Sxxxxxxx & Rxxxxx LLP and any Designated Person occurring during the Current Representation and prior to the Closing in connection with any Post-Post Closing Representation, including in connection with a dispute with Acquiror Hightimes and, following the Closing, with Company, it being the intention of the Parties that all rights to such attorney-attorney client privilege and to control such attorney-attorney client privilege shall be retained by Sellerthe Shareholders; provided provided, that the foregoing waiver and acknowledgment of retention shall not extend to any communication not involving this Agreement or any other agreements Transaction Documents or transactions entered into by Seller in connection with the transactions contemplated by this Agreement, Contemplated Transactions or to communications with any Person other than the Designated Persons; , and provided, further, howeverthat following the Closing, that Seller shall not no Shareholder may waive such attorney-attorney client privilege as to any information regarding Company obtained in the course of the Current Representation without the prior written consent of Company. Acquiror hereby agrees toHightimes, and agrees to cause Company and its Subsidiaries to after the Closing, take all steps reasonably necessary to ensure that except in connection with any such privilege shall survive the Closing and shall remain in effect thereafter; provided that from and after the Closing, such privilege shall be controlled by Seller and not Company and its Subsidiaries; provided, further, however, that Seller shall not waive such attorney-client privilege without the prior written consent of Companydispute with Hightimes. (c) Acquiror acknowledges and agrees that effective upon the Closing all Excluded Information constitutes the sole and exclusive property of Seller, and neither Company, its Subsidiaries, nor Acquiror shall have any right, title or interest in or to any such Excluded Information. Acquiror and Company hereby agree that Seller shall have the right, subject to applicable Law to take such actions, and execute and deliver such documents, as may be necessary or appropriate, in order to remove the Excluded Information from the possession and control of Company or its Subsidiaries, as applicable, prior to the Closing, including deleting or transferring Excluded Information from Company’s and its Subsidiaries’ computer servers and network. (d) This Section 6.4 shall be irrevocable, and no term of this Section 6.4 may be amended, waived or modified, without the prior written consent of Seller.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Acquiror waives From and after the Closing, Purchaser and the Company waive and shall not assert, and agrees agree to cause the Company Group to waive and its Subsidiaries to not assert, any conflict of interest arising out of or relating to the representation, representation after the Closing (of any Seller or the “Post-Closing Representation”), of Seller, Company, any Company Subsidiary or any officer, employee or director of Seller Group (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or the transactions contemplated hereby by this Agreement, by any legal counsel Ice Xxxxxx LLP (a “Pre-Closing CounselIM”) currently representing any Designated Person in connection with this Agreement or any other agreements or the transactions contemplated by this Agreement hereby (the “Current Representation”). (b) Acquiror waives From and after the Closing, Purchaser and the Company waive and shall not assert, and agrees agree to cause the Company and its Subsidiaries Group to waive and to not assert, any attorney-client privilege with respect to any communication between Pre-Closing Counsel IM, on one hand, and any Designated Person occurring during Person, on the other hand, to the extent related to the Current Representation in connection with any Post-Closing Representation(collectively, the “Acquisition Privileged Communications”), including in connection with a dispute with Acquiror and, following between the Closing, with CompanySeller Parties and Purchaser or the Company Group, it being the intention of the Parties parties that all rights to such attorney-client privilege and to control such attorney-client privilege and the expectation of client confidence shall be retained by Sellerthe Designated Person and shall not pass to or be claimed by Purchaser or the Company Group unless otherwise expressly agreed in writing by the Sellers’ Representative; provided that the foregoing waiver and acknowledgment of retention shall not extend to any communication to the extent not involving this Agreement or any other agreements or transactions entered into by Seller in connection with the transactions contemplated by this Agreement, hereby or to communications with any Person other than the Designated Persons. (c) Purchaser acknowledges and agrees that IM has obtained privileged and confidential information about the Company Group (the “Company Confidential Information”) in connection with its representation of the Company Group in the transactions contemplated hereby. The Company Confidential Information includes all privileged communications, whether written or electronic, including any privileged communications between IM, on the one hand, and the Company Group, on the other hand, and their respective Representatives, Personnel and Affiliates, and all files, attorney notes, drafts or other documents primarily relating to this Agreement and the transactions contemplated hereby which predate the Closing (collectively, the “IM Work Product”). In the event of a dispute between the Seller Parties and Purchaser or the Company Group relating to this Agreement or the transactions contemplated hereby, to the extent that any Company Confidential Information is in IM’s possession as of the Closing Date, the Company Confidential Information may be used on behalf of any Seller in connection with such dispute at the sole discretion of such Seller. Purchaser and the Company waive, and agree to cause the Company Group to waive, the right to access any privileged IM Work Product, except as reasonably necessary in connection with an action which does not constitute a dispute between the Seller Parties and Purchaser or the Company Group relating to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Purchaser or the Company Group, on the one hand, and a third party other than the a Seller Party, on the other hand, Purchaser and the Company Group may assert the attorney-client privilege to prevent the disclosure of the Acquisition Privileged Communications to such third party; provided, further, however, that Seller shall not neither Purchaser nor the Company Group may waive such attorney-client privilege without the prior written consent of Companythe Sellers’ Representative. Acquiror hereby agrees to, Purchaser and agrees to cause Company and its Subsidiaries to after the Closing, take all steps reasonably necessary to ensure that any such privilege shall survive the Closing and shall remain in effect thereafter; provided that from and after the Closing, such privilege shall be controlled by Seller and not Company and its Subsidiaries; provided, further, however, that Seller shall not waive such attorney-client privilege without the prior written consent of Company. (c) Acquiror acknowledges and agrees that effective upon the Closing all Excluded Information constitutes the sole and exclusive property of Seller, and neither Company, its Subsidiaries, nor Acquiror shall have any right, title or interest in or to any such Excluded Information. Acquiror and Company hereby agree that Seller shall have consent to the rightdisclosure and use by IM for the benefit of Sellers of any information (confidential or otherwise) disclosed to it by the Company Group (including by their respective Representatives, subject to applicable Law to take such actions, Personnel and execute and deliver such documents, as may be necessary or appropriate, in order to remove the Excluded Information from the possession and control of Company or its Subsidiaries, as applicable, Affiliates) prior to the Closing, including deleting or transferring Excluded Information from Company’s and its Subsidiaries’ computer servers and networkClosing Date. (d) This Section 6.4 shall be irrevocablePurchaser, whether or not the Closing occurs, and no term the Company Group, if the Closing occurs, agrees that it will not, and that after the Closing it will cause the Company Group not to, except as may be required by law, (i) intentionally access or use the Acquisition Privileged Communications or the IM Work Product, including by way of review of any electronic data, communications or other information, or by seeking to have any Seller waive the attorney-client or other privilege, or by otherwise asserting that Purchaser or the Company Group has the right to waive the attorney-client or other privilege or (ii) seek to obtain the Acquisition Privileged Communications or the IM Work Product from IM; provided, that in the event that Purchaser or the Company Group is legally required to produce any Acquisition Privileged Communications in their possession, Purchaser shall, to the extent legally permitted, promptly notify the Sellers’ Representative in writing so that the Sellers’ Representative can seek a protective order or take other appropriate action and Purchaser and the Company Group agree to use all commercially reasonable efforts to assist therewith. (e) Purchaser hereby acknowledges that it has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Section 6.4 may be amended11.08, waived or modified, without including the prior written consent of Selleropportunity to consult with counsel.