Common use of Advisors Clause in Contracts

Advisors. It is acknowledged and agreed by each of the Parties that Pfizer, on behalf of itself and the other members of the Pfizer Group, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement to act as counsel in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 11.11 to the Global Separation Agreement have not acted as counsel for the Company or any other member of the Company Group in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby and that none of the Company or any member of the Company Group has the status of a client of the Persons listed on Schedule 11.11 to the Global Separation Agreement for conflict of interest or any other purposes as a result thereof. The Company hereby agrees, on behalf of itself and each other member of the Company Group that, in the event that a dispute arises after the Effective Date in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby between Pfizer and the Company or any of the members of their respective Groups, each of the Persons listed on Schedule 11.11 to the Global Separation Agreement may represent any or all of the members of the Pfizer Group in such dispute even though the interests of the Pfizer Group may be directly adverse to those of the Company Group. The Company further agrees, on behalf of itself and each other member of the Company Group that, with respect to this Agreement, the Global Separation Agreement, the other Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Pfizer or the applicable member of the Pfizer Group and may be controlled by Pfizer or such member of the Pfizer Group and shall not pass to or be claimed by the Company or any member of the Company Group. Furthermore, the Company acknowledges and agrees that Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP is representing Pfizer, and not the Company, in connection with the Transactions.

Appears in 5 contracts

Samples: Patent And (Zoetis Inc.), Patent And (Zoetis Inc.), Patent And (Zoetis Inc.)

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Advisors. It is acknowledged and agreed by each of the Parties that Pfizer(a) Xxxxxxx, on behalf of itself and the other members of the Pfizer Xxxxxxx Group, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement 9.24 to act as counsel in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the Distribution and the other transactions contemplated hereby and thereby and that thereby, (b) the Persons listed on Schedule 11.11 to the Global Separation Agreement 9.24 have not acted as counsel for the Company Veralto or any other member of the Company Veralto Group in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the Distribution and the other transactions contemplated hereby and thereby thereby, and that (c) none of the Company Veralto or any other member of the Company Veralto Group has the status of a client of the Persons listed on Schedule 11.11 to the Global Separation Agreement 9.24 for conflict of interest or any other purposes as a result thereof. The Company Veralto hereby agrees, on behalf of itself and each other member of the Company Veralto Group that, in the event that a dispute arises after the Effective Date Time in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and Internal Reorganization, the Contribution, the Distribution and/or any of the other transactions contemplated hereby and thereby between Pfizer Xxxxxxx and the Company Veralto or any of the members of their respective Groups, each of the Persons listed on Schedule 11.11 to the Global Separation Agreement 9.24 may represent any or all of the members of the Pfizer Xxxxxxx Group in such dispute even though the interests of the Pfizer Xxxxxxx Group may be directly adverse to those of the Company Veralto Group. The Company Xxxxxxx further agrees, on behalf of itself and each other member of the Company Veralto Group that, with respect to this Agreement, the Global Separation Agreement, the other Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the Distribution and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Pfizer Xxxxxxx or the applicable member of the Pfizer Xxxxxxx Group and may be controlled by Pfizer Xxxxxxx or such member of the Pfizer Xxxxxxx Group and shall not pass to or be claimed by the Company Veralto or any other member of the Company Veralto Group. FurthermoreWithout limiting the foregoing, the Company Xxxxxxx acknowledges and agrees that Skaddeneach of Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx Xxxx, LLP and DLA Piper is representing PfizerXxxxxxx, and not the CompanyVeralto, in connection with the Transactionstransactions contemplated hereby.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Danaher Corp /De/), Separation and Distribution Agreement (Veralto Corp), Separation and Distribution Agreement (Veralto Corp)

Advisors. It is acknowledged and agreed by each of the Parties parties hereto that Pfizer, on behalf of itself and the other members of the Pfizer Group, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement to act as counsel in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 11.11 to the Global Separation Agreement have not acted as counsel for the Company or any other member of the Company Group in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby and that none of the Company or any member of the Company Group has the status of a client of the Persons listed on Schedule 11.11 to the Global Separation Agreement for conflict of interest or any other purposes as a result thereof. The Company hereby agrees, on behalf of itself and each other member of the Company Group that, in the event that a dispute arises after the Effective Date in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby between Pfizer and the Company or any of the members of their respective Groups, each of the Persons listed on Schedule 11.11 to the Global Separation Agreement may represent any or all of the members of the Pfizer Group in such dispute even though the interests of the Pfizer Group may be directly adverse to those of the Company Group. The Company further agrees, on behalf of itself and each other member of the Company Group that, with respect to this Agreement, the Global Separation Agreement, the other Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Pfizer or the applicable member of the Pfizer Group and may be controlled by Pfizer or such member of the Pfizer Group and shall not pass to or be claimed by the Company or any member of the Company Group. Furthermore, the Company acknowledges and agrees that Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxx, LLP is representing Pfizer, and not the Company, in connection with the Transactions.

Appears in 3 contracts

Samples: Global Separation Agreement (Zoetis Inc.), Global Separation Agreement (Zoetis Inc.), Global Separation Agreement (Zoetis Inc.)

Advisors. It is acknowledged and agreed by each of the Parties parties hereto that PfizerNoble, on behalf of itself and the other members of the Pfizer Noble Group, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement 7.13 to act as counsel in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Separation, the Distribution and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 11.11 to the Global Separation Agreement 7.13 have not acted as counsel for the Company Paragon or any other member of the Company Paragon Group in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Separation, the Distribution and the other transactions contemplated hereby and thereby and that none of the Company Paragon or any member of the Company Paragon Group has the status of a client of the Persons listed on Schedule 11.11 to the Global Separation Agreement 7.13 for conflict of interest or any other purposes as a result thereof. The Company Paragon hereby agrees, on behalf of itself and each other member of the Company Paragon Group that, in the event that a dispute arises after the Effective Distribution Date in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Separation, the Distribution and the other transactions contemplated hereby and thereby between Pfizer Noble and the Company Paragon or any of the members of their respective Groups, each of the Persons listed on Schedule 11.11 to the Global Separation Agreement 7.13 may represent any or all of the members of the Pfizer Noble Group in such dispute even though the interests of the Pfizer Noble Group may be directly adverse to those of the Company Paragon Group. The Company Paragon further agrees, on behalf of itself and each other member of the Company Paragon Group that, with respect to this Agreement, the Global Separation Agreement, the other Ancillary Agreements, the Contribution Separation, the Distribution and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Pfizer Noble or the applicable member of the Pfizer Noble Group and may be controlled by Pfizer Noble or such member of the Pfizer Noble Group and shall not pass to or be claimed by the Company Paragon or any member of the Company Paragon Group. Furthermore, the Company Paragon acknowledges and agrees that SkaddenXxxxx Xxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP is representing PfizerNoble, and not Paragon or any member of the CompanyParagon Group, in connection with this Agreement, the TransactionsAncillary Agreements, the Separation, the Distribution and the other transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Master Separation Agreement (Noble Corp PLC), Master Separation Agreement (Paragon Offshore Ltd.)

Advisors. It is acknowledged and agreed by each of the Parties hereto that PfizerEverest, on behalf of itself and the other members of the Pfizer Everest Group, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement 8.18 to act as counsel in connection with this Agreement, the Global Separation Merger Agreement, the Ancillary Agreements, the Contribution Internal Restructuring and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 11.11 to the Global Separation Agreement 8.18 have not acted as counsel for the Company Newco or any other member of the Company Newco Group in connection with this Agreement, the Global Separation Merger Agreement, the Ancillary Agreements, the Contribution Internal Restructuring and the other transactions contemplated hereby and thereby and that none of the Company Newco or any member of the Company Newco Group has the status of a client of the Persons listed on Schedule 11.11 to the Global Separation Agreement 8.18 for conflict of interest or any other purposes as a result thereof. The Company Newco hereby agrees, on behalf of itself and each other member of the Company Newco Group that, in the event that a dispute arises after the Separation Effective Date Time in connection with this Agreement, the Global Separation Merger Agreement, the Ancillary Agreements, the Contribution Internal Restructuring and the other transactions contemplated hereby and thereby between Pfizer Everest and the Company Newco or any of the members of their respective Groups, each of the Persons listed on Schedule 11.11 to the Global Separation Agreement 8.18 may represent any or all of the members of the Pfizer Everest Group in such dispute even though the interests of the Pfizer Everest Group may be directly adverse to those of the Company Newco Group. The Company Newco further agrees, on behalf of itself and each other member of the Company Newco Group that, with respect to this Agreement, the Global Separation Merger Agreement, the other Ancillary Agreements, the Contribution Internal Restructuring and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Pfizer Everest or the applicable member of the Pfizer Everest Group and may be controlled by Pfizer Everest or such member of the Pfizer Everest Group and shall not pass to or be claimed by the Company Newco or any member of the Company Newco Group. Furthermore, the Company acknowledges and agrees that Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP is representing Pfizer, and not the Company, in connection with the Transactions.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Apergy Corp), Separation and Distribution Agreement (Ecolab Inc.)

Advisors. It is acknowledged and agreed by each of the Parties that Pfizer, on behalf of itself and the other members of the Pfizer Group, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement to act as counsel in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 11.11 to the Global Separation Agreement have not acted as counsel for the Company or any other member of the Company Group in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby and that none of the Company or any member of the Company Group has the status of a client of the Persons listed on Schedule 11.11 to the Global Separation Agreement for conflict of interest or any other purposes as a result thereof. The Company hereby agrees, on behalf of itself and each other member of the Company Group that, in the event that a dispute arises after the Effective Date in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby between Pfizer and the Company or any of the members of their respective Groups, each of the Persons listed on Schedule 11.11 to the Global Separation Agreement may represent any or all of the members of the Pfizer Group in such dispute even though the interests of the Pfizer Group may be directly adverse to those of the Company Group. The Company further agrees, on behalf of itself and each other member of the Company Group that, with respect to this Agreement, the Global Separation Agreement, the other Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Pfizer or the applicable member of the Pfizer Group and may be controlled by Pfizer or such member of the Pfizer Group and shall not pass to or be claimed by the Company or any member of the Company Group. Furthermore, the Company acknowledges and agrees that Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxx, LLP is representing Pfizer, and not the Company, in connection with the Transactions.

Appears in 2 contracts

Samples: Trademark and Copyright License Agreement (Zoetis Inc.), Form of Trademark and Copyright License Agreement (Zoetis Inc.)

Advisors. It is acknowledged and agreed by each of the Parties that PfizerFlex, on behalf of itself and the other members of the Pfizer Groupits Affiliates, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement Sidley Austin LLP, Xxxxx & Xxxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A. to act as counsel in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution other Transaction Documents and the other transactions contemplated hereby and thereby and that the such Persons listed on Schedule 11.11 to the Global Separation Agreement have not acted as counsel for the Company any of Nextracker or any other member of the Company Group its Affiliates in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution other Transaction Documents and the other transactions contemplated hereby and thereby and that none of the Company Nextracker or any member of the Company Group its Affiliates has the status of a client of the such Persons listed on Schedule 11.11 to the Global Separation Agreement for conflict of interest or any other purposes as a result thereof. The Company Nextracker hereby agrees, on behalf of itself and each other member of the Company Group its Affiliates that, in the event that a dispute arises after the Effective Date in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution other Transaction Documents and the other transactions contemplated hereby and thereby between Pfizer and the Company Parties or any of the members of their respective GroupsAffiliates, each of the foregoing Persons listed on Schedule 11.11 to the Global Separation Agreement may represent any or all of the members of the Pfizer Group Flex and its Affiliates in such dispute even though the interests of the Pfizer Group Flex and its Affiliates may be directly adverse to those of the Company GroupNextracker and its Affiliates. The Company Nextracker further agrees, on behalf of itself and each other member of the Company Group is Affiliates that, with respect to this Agreement, the Global Separation Agreement, the other Ancillary Agreements, the Contribution Transaction Documents and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Pfizer Flex or the applicable member Affiliate of the Pfizer Group Flex and may be controlled by Pfizer Flex or such member of the Pfizer Group Affiliate and shall not pass to or be claimed by the Company Nextracker or any member of its Affiliates. Without limiting the Company Group. Furthermoreforegoing, the Company Nextracker acknowledges and agrees that Skaddeneach of Xxxxxx Xxxxxx LLP, ArpsXxxxx & Xxxxxxxx LLP and Xxxxxxxx, SlateXxxxxx & Finger, Xxxxxxx & Xxxx LLP P.A. is representing PfizerFlex, and not the Company, Nextracker in connection with the Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Flex Ltd.), Agreement and Plan of Merger (Nextracker Inc.)

Advisors. It is acknowledged and agreed by each of the Parties hereto that PfizerRemainco, on behalf of itself and the other members of the Pfizer Remainco Group, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement 8.18 to act as counsel in connection with this Agreement, the Global Separation Merger Agreement, the Ancillary Agreements, the Contribution Internal Restructuring and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 11.11 to the Global Separation Agreement 8.18 have not acted as counsel for the Company Spinco or any other member of the Company Spinco Group in connection with this Agreement, the Global Separation Merger Agreement, the Ancillary Agreements, the Contribution Internal Restructuring and the other transactions contemplated hereby and thereby and that none of the Company Spinco or any member of the Company Spinco Group has the status of a client of the Persons listed on Schedule 11.11 to the Global Separation Agreement 8.18 for conflict of interest or any other purposes as a result thereof. The Company Spinco hereby agrees, on behalf of itself and each other member of the Company Spinco Group that, in the event that a dispute arises after the Separation Effective Date Time in connection with this Agreement, the Global Separation Merger Agreement, the Ancillary Agreements, the Contribution Internal Restructuring and the other transactions contemplated hereby and thereby between Pfizer Remainco and the Company Spinco or any of the members of their respective Groups, each of the Persons listed on Schedule 11.11 to the Global Separation Agreement 8.18 may represent any or all of the members of the Pfizer Remainco Group in such dispute even though the interests of the Pfizer Remainco Group may be directly adverse to those of the Company Spinco Group. The Company Spinco further agrees, on behalf of itself and each other member of the Company Spinco Group that, with respect to this Agreement, the Global Separation Merger Agreement, the other Ancillary Agreements, the Contribution Internal Restructuring and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Pfizer Remainco or the applicable member of the Pfizer Remainco Group and may be controlled by Pfizer Remainco or such member of the Pfizer Remainco Group and shall not pass to or be claimed by the Company Spinco or any member of the Company Spinco Group. Furthermore, the Company acknowledges and agrees that Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP is representing Pfizer, and not the Company, in connection with the Transactions.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Regal Beloit Corp), Separation and Distribution Agreement (Rexnord Corp)

Advisors. It is acknowledged and agreed by each of the Parties that PfizerFortive, on behalf of itself and the other members of the Pfizer Fortive Group, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement 9.24 to act as counsel in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the Distribution and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 11.11 to the Global Separation Agreement 9.24 have not acted as counsel for the Company Vontier or any other member of the Company Vontier Group in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the Distribution and the other transactions contemplated hereby and thereby and that none of the Company Vontier or any member of the Company Vontier Group has the status of a client of the Persons listed on Schedule 11.11 to the Global Separation Agreement 9.24 for conflict of interest or any other purposes as a result thereof. The Company Vontier hereby agrees, on behalf of itself and each other member of the Company Vontier Group that, in the event that a dispute arises after the Effective Date Time in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and Internal Reorganization, the Contribution, the Distribution and/or any of the other transactions contemplated hereby and thereby between Pfizer Fortive and the Company Vontier or any of the members of their respective Groups, each of the Persons listed on Schedule 11.11 to the Global Separation Agreement 9.24 may represent any or all of the members of the Pfizer Fortive Group in such dispute even though the interests of the Pfizer Fortive Group may be directly adverse to those of the Company Vontier Group. The Company Vontier further agrees, on behalf of itself and each other member of the Company Vontier Group that, with respect to this Agreement, the Global Separation Agreement, the other Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the Distribution and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Pfizer Fortive or the applicable member of the Pfizer Fortive Group and may be controlled by Pfizer Fortive or such member of the Pfizer Fortive Group and shall not pass to or be claimed by the Company Vontier or any member of the Company Vontier Group. FurthermoreWithout limiting the foregoing, the Company Vontier acknowledges and agrees that each of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxx, LLP and DLA Piper is representing PfizerFortive, and not the CompanyVontier, in connection with the Transactions.transactions contemplated hereby. [Signature Page Follows]

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Vontier Corp), Separation and Distribution Agreement (Vontier Corp)

Advisors. It is acknowledged and agreed by each of the Parties parties hereto that PfizerHeidelbergCement, on behalf of itself and the other members of the Pfizer HeidelbergCement Group, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement to act as counsel in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 11.11 to the Global Separation Agreement have not acted as counsel for the Company or any other member of the Company Group in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby and that none of the Company or any member of the Company Group has the status of a client of the Persons listed on Schedule 11.11 to the Global Separation Agreement for conflict of interest or any other purposes as a result thereof. The Company hereby agrees, on behalf of itself and each other member of the Company Group that, in the event that a dispute arises after the Effective Date in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby between Pfizer HeidelbergCement and the Company or any of the members of their respective Groups, each of the Persons listed on Schedule 11.11 to the Global Separation Agreement may represent any or all of the members of the Pfizer HeidelbergCement Group in such dispute even though the interests of the Pfizer HeidelbergCement Group may be directly adverse to those of the Company Group. The Company further agrees, on behalf of itself and each other member of the Company Group that, with respect to this Agreement, the Global Separation Agreement, the other Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Pfizer HeidelbergCement or the applicable member of the Pfizer HeidelbergCement Group and may be controlled by Pfizer HeidelbergCement or such member of the Pfizer HeidelbergCement Group and shall not pass to or be claimed by the Company or any member of the Company Group. Furthermore, the Company acknowledges and agrees that Skadden, Arps, Slate, Xxxxxxx Shearman & Xxxx Sterling LLP is representing PfizerHeidelbergCement, and not the Company, in connection with the Transactions.

Appears in 1 contract

Samples: Separation Agreement (Hanson Building Products LTD)

Advisors. It is acknowledged and agreed by each of the Parties that Pfizer, on behalf of itself and the other members of the Pfizer Group, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement to act as counsel in connection with this Agreement, the License Agreements, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 11.11 to the Global Separation Agreement have not acted as counsel for the Company or any other member of the Company Group in connection with this Agreement, the License Agreements, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby and that none of the Company or any member of the Company Group has the status of a client of the Persons listed on Schedule 11.11 to the Global Separation Agreement for conflict of interest or any other purposes as a result thereof. The Company hereby agrees, on behalf of itself and each other member of the Company Group that, in the event that a dispute arises after the Effective Date in connection with this Agreement, the License Agreements, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby between Pfizer and the Company or any of the members of their respective Groups, each of the Persons listed on Schedule 11.11 to the Global Separation Agreement may represent any or all of the members of the Pfizer Group in such dispute even though the interests of the Pfizer Group may be directly adverse to those of the Company Group. The Company further agrees, on behalf of itself and each other member of the Company Group that, with respect to this Agreement, the License Agreements, the Global Separation Agreement, the other Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Pfizer or the applicable member of the Pfizer Group and may be controlled by Pfizer or such member of the Pfizer Group and shall not pass to or be claimed by the Company or any member of the Company Group. Furthermore, the Company acknowledges and agrees that Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxx, LLP is representing Pfizer, and not the Company, in connection with the Transactions.

Appears in 1 contract

Samples: Collaboration and License Agreement (Zoetis Inc.)

Advisors. It is acknowledged and agreed by each of the Parties that PfizerXxxxxxx, on behalf of itself and the other members of the Pfizer Xxxxxxx Group, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement 10.24 to act as counsel in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.24 have not acted as counsel for the Company Envista or any other member of the Company Envista Group in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby and that none of the Company Envista or any member of the Company Envista Group has the status of a client of the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.24 for conflict of interest or any other purposes as a result thereof. The Company Envista hereby agrees, on behalf of itself and each other member of the Company Envista Group that, in the event that a dispute arises after the Effective Date Time in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and Internal Reorganization, the Contribution, the IPO and/or any of the other transactions contemplated hereby and thereby between Pfizer Xxxxxxx and the Company Envista or any of the members of their respective Groups, each of the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.24 may represent any or all of the members of the Pfizer Xxxxxxx Group in such dispute even though the interests of the Pfizer Xxxxxxx Group may be directly adverse to those of the Company Envista Group. The Company Envista further agrees, on behalf of itself and each other member of the Company Envista Group that, with respect to this Agreement, the Global Separation Agreement, the other Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Pfizer Xxxxxxx or the applicable member of the Pfizer Xxxxxxx Group and may be controlled by Pfizer Xxxxxxx or such member of the Pfizer Xxxxxxx Group and shall not pass to or be claimed by the Company Envista or any member of the Company Envista Group. FurthermoreWithout limiting the foregoing, the Company Envista acknowledges and agrees that each of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, WilmerHale, DLA Piper and Xxxxx Xxxx & Xxxxxxxx LLP is representing PfizerXxxxxxx, and not the CompanyEnvista, in connection with the Transactionstransactions contemplated hereby.

Appears in 1 contract

Samples: Separation Agreement (Envista Holdings Corp)

Advisors. It is acknowledged and agreed by each of the Parties hereto that PfizerXxxxxxx, on behalf of itself and the other members of the Pfizer Xxxxxxx Group, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement 10.24 to act as counsel in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.24 have not acted as counsel for the Company Fortive or any other member of the Company Fortive Group in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby and that none of the Company Fortive or any member of the Company Fortive Group has the status of a client of the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.24 for conflict of interest or any other purposes as a result thereof. The Company Fortive hereby agrees, on behalf of itself and each other member of the Company Fortive Group that, in the event that a dispute arises after the Effective Date in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby between Pfizer Xxxxxxx and the Company Fortive or any of the members of their respective Groups, each of the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.24 may represent any or all of the members of the Pfizer Xxxxxxx Group in such dispute even though the interests of the Pfizer Xxxxxxx Group may be directly adverse to those of the Company Fortive Group. The Company Fortive further agrees, on behalf of itself and each other member of the Company Fortive Group that, with respect to this Agreement, the Global Separation Agreement, the other Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Pfizer Xxxxxxx or the applicable member of the Pfizer Xxxxxxx Group and may be controlled by Pfizer Xxxxxxx or such member of the Pfizer Xxxxxxx Group and shall not pass to or be claimed by the Company Fortive or any member of the Company Fortive Group. Furthermore, the Company Fortive acknowledges and agrees that Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP is representing PfizerXxxxxxx, and not the CompanyFortive, in connection with the Transactionstransactions contemplated herein.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Fortive Corp)

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Advisors. It is acknowledged and agreed by each of the Parties that PfizerFortive, on behalf of itself and the other members of the Pfizer Fortive Group, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement 10.24 to act as counsel in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.24 have not acted as counsel for the Company Vontier or any other member of the Company Vontier Group in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby and that none of the Company Vontier or any member of the Company Vontier Group has the status of a client of the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.24 for conflict of interest or any other purposes as a result thereof. The Company Vontier hereby agrees, on behalf of itself and each other member of the Company Vontier Group that, in the event that a dispute arises after the Effective Date Time in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and Internal Reorganization, the Contribution, the IPO and/or any of the other transactions contemplated hereby and thereby between Pfizer Fortive and the Company Vontier or any of the members of their respective Groups, each of the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.24 may represent any or all of the members of the Pfizer Fortive Group in such dispute even though the interests of the Pfizer Fortive Group may be directly adverse to those of the Company Vontier Group. The Company Vontier further agrees, on behalf of itself and each other member of the Company Vontier Group that, with respect to this Agreement, the Global Separation Agreement, the other Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Pfizer Fortive or the applicable member of the Pfizer Fortive Group and may be controlled by Pfizer Fortive or such member of the Pfizer Fortive Group and shall not pass to or be claimed by the Company Vontier or any member of the Company Vontier Group. FurthermoreWithout limiting the foregoing, the Company Vontier acknowledges and agrees that each of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxx, LLP and DLA Piper is representing PfizerFortive, and not the CompanyVontier, in connection with the Transactions.transactions contemplated hereby. [Signature Page Follows]

Appears in 1 contract

Samples: Separation Agreement (Vontier Corp)

Advisors. (a) It is acknowledged and agreed by each of the Parties that PfizerJS Global, on behalf of itself and the other members of the Pfizer JS Global Group, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement 11.23(a) to act as counsel in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Internal Reorganization, the Internal Reorganization Contribution, the Internal Reorganization Distribution and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 11.11 to the Global Separation Agreement 11.23(a) have not acted as counsel for the Company SharkNinja, SharkNinja TopCo or any other a member of the Company SharkNinja Group in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Internal Reorganization, the Internal Reorganization Contribution, the Internal Reorganization Distribution and the other transactions contemplated hereby and thereby and that none of the Company SharkNinja or any member of the Company SharkNinja Group has the status of shall be deemed a client of the Persons listed on Schedule 11.11 to the Global Separation Agreement 11.23(a) for conflict any purpose, including conflicts of interest or any other purposes as a result thereofpurposes. The Company SharkNinja and SharkNinja TopCo each hereby agreesirrevocably acknowledge and agree, on behalf of itself and each other member of the Company SharkNinja Group that, in the event that a dispute arises after the Effective Disposition Date in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and Internal Reorganization, the Internal Reorganization Contribution, the Internal Reorganization Distribution and/or any of the other transactions contemplated hereby and thereby between Pfizer JS Global and the Company SharkNinja TopCo or any of the members of their respective Groups, each of the Persons listed on Schedule 11.11 to the Global Separation Agreement 11.23(a) may represent any or all of the members of the Pfizer JS Global Group in such dispute even though the interests of the Pfizer JS Global Group may be directly adverse to those of the Company SharkNinja Group; provided that each of the Persons listed on Schedule 11.23(a) shall not use information that is confidential or privileged based on its prior representation of, and associated communications with, SharkNinja which may be adverse to SharkNinja in respect of a dispute with JS Global as described in the foregoing. The Company SharkNinja further irrevocably acknowledges and agrees, on behalf of itself and each other member of the Company SharkNinja Group that, with respect any communications by and between the Persons identified on Schedule 11.23(a), on the one hand, and any or all members of the JS Global Group, on the other hand, arising out of or relating to this Agreement, the Global Separation Agreement, the other Ancillary Agreements, the Contribution Internal Reorganization, the Internal Reorganization Contribution, the Internal Reorganization Distribution, and the other transactions contemplated hereby and thereby, shall be deemed privileged and confidential, and the attorney-client privilege and the expectation of client confidence belongs shall belong to Pfizer JS Global or the applicable member of the Pfizer JS Global Group and may shall be controlled exclusively by Pfizer JS Global or such member of the Pfizer JS Global Group and shall not belong to, pass to or be controlled or claimed by the Company SharkNinja or any member of the Company SharkNinja Group. Furthermore, the Company acknowledges and agrees that Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP is representing Pfizer, and not the Company, in connection with the Transactions.

Appears in 1 contract

Samples: Separation and Distribution Agreement (SharkNinja, Inc.)

Advisors. It is acknowledged and agreed by each of the Parties that PfizerXxxxxxx, on behalf of itself and the other members of the Pfizer Xxxxxxx Group, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement 10.24 to act as counsel in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.24 have not acted as counsel for the Company Envista or any other member of the Company Envista Group in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby and that none of the Company Envista or any member of the Company Envista Group has the status of a client of the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.24 for conflict of interest or any other purposes as a result thereof. The Company Envista hereby agrees, on behalf of itself and each other member of the Company Envista Group that, in the event that a dispute arises after the Effective Date Time in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and Internal Reorganization, the Contribution, the IPO and/or any of the other transactions contemplated hereby and thereby between Pfizer Xxxxxxx and the Company Envista or any of the members of their respective Groups, each of the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.24 may represent any or all of the members of the Pfizer Xxxxxxx Group in such dispute even though the interests of the Pfizer Xxxxxxx Group may be directly adverse to those of the Company Envista Group. The Company Envista further agrees, on behalf of itself and each other member of the Company Envista Group that, with respect to this Agreement, the Global Separation Agreement, the other Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Pfizer Xxxxxxx or the applicable member of the Pfizer Xxxxxxx Group and may be controlled by Pfizer Xxxxxxx or such member of the Pfizer Xxxxxxx Group and shall not pass to or be claimed by the Company Envista or any member of the Company Envista Group. FurthermoreWithout limiting the foregoing, the Company Envista acknowledges and agrees that each of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, WilmerHale, DLA Piper and Xxxxx Xxxx & Xxxxxxxx LLP is representing PfizerXxxxxxx, and not the CompanyEnvista, in connection with the Transactions.transactions contemplated hereby. [Signature Page Follows]

Appears in 1 contract

Samples: Separation Agreement (Envista Holdings Corp)

Advisors. It is acknowledged and agreed by each of the Parties that Pfizer, on behalf of itself and the other members of the Pfizer Group, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement to act as counsel in connection with this Agreement, the License Agreements, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 11.11 to the Global Separation Agreement have not acted as counsel for the Company or any other member of the Company Group in connection with this Agreement, the License Agreements, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby and that none of the Company or any member of the Company Group has the status of a client of the Persons listed on Schedule 11.11 to the Global Separation Agreement for conflict of interest or any other purposes as a result thereof. The Company hereby agrees, on behalf of itself and each other member of the Company Group that, in the event that a dispute arises after the Effective Date in connection with this Agreement, the License Agreements, the Global Separation Agreement, the Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby between Pfizer and the Company or any of the members of their respective Groups, each of the Persons listed on Schedule 11.11 to the Global Separation Agreement may represent any or all of the members of the Pfizer Group in such dispute even though the interests of the Pfizer Group may be directly adverse to those of the Company Group. The Company further agrees, on behalf of itself and each other member of the Company Group that, with respect to this Agreement, the License Agreements, the Global Separation Agreement, the other Ancillary Agreements, the Contribution and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Pfizer or the applicable member of the Pfizer Group and may be controlled by Pfizer or such member of the Pfizer Group and shall not pass to or be claimed by the Company or any member of the Company Group. Furthermore, the Company acknowledges and agrees that Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP is representing Pfizer, and not the Company, in connection with the Transactions.

Appears in 1 contract

Samples: Research and Development Collaboration and License Agreement (Zoetis Inc.)

Advisors. It is acknowledged and agreed by each of the Parties that PfizerFlex, on behalf of itself and the other members of the Pfizer Flex Group, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement 10.24 to act as counsel in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.24 have not acted as counsel for the Company or any other member of the Company Nextracker Group in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby and that none of the Company or any no member of the Company Nextracker Group has the status of a client of the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.24 for conflict of interest or any other purposes as a result thereof. The Company Each of Nextracker PubCo and Nextracker OpCo hereby agrees, on behalf of itself and each other member the members of the Company Nextracker Group that, in the event that a dispute arises after the Effective Date Operative Time in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and Internal Reorganization, the Contribution, the IPO, if effected, and/or any of the other transactions contemplated hereby and thereby between Pfizer Flex, FIUI, Nextracker OpCo and the Company Nextracker PubCo, or any of the members of their respective Groups, each of the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.24 may represent any or all of the members of the Pfizer Flex Group in such dispute even though the interests of the Pfizer Flex Group may be directly adverse to those of the Company Nextracker Group. The Company Each of Nextracker PubCo and Nextracker OpCo further agrees, on behalf of itself and each other member the members of the Company Nextracker Group that, with respect to this Agreement, the Global Separation Agreement, the other Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Pfizer Flex or the applicable member of the Pfizer Flex Group and may be controlled by Pfizer Flex or such member of the Pfizer Flex Group and shall not pass to or be claimed by the Company Nextracker OpCo, Nextracker PubCo or any member of the Company Nextracker Group. FurthermoreWithout limiting the foregoing, the Company each of Nextracker PubCo and Nextracker OpCo acknowledges and agrees that Skaddeneach of Sidley Austin LLP, ArpsXxxxx & Xxxxxxxx LLP and Xxxxxxxx, SlateXxxxxx & Finger, Xxxxxxx & Xxxx LLP P.A. is representing PfizerFlex, and not the CompanyNextracker OpCo or Nextracker PubCo, in connection with the Transactions.transactions contemplated hereby. [Signature Page Follows]

Appears in 1 contract

Samples: Separation Agreement (Nextracker Inc.)

Advisors. It is acknowledged and agreed by each of the Parties parties hereto that PfizerAT&T, on behalf of itself and the other members of the Pfizer AT&T Group, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement 10.10 to act as counsel in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Agreement and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.10 have not acted as counsel for the Company or any other member of the Company Group in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Agreement and the other transactions contemplated hereby and thereby and that none of the Company or any member of the Company Group has the status of a client of the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.10 for conflict of interest or any other purposes as a result thereof. The Company hereby agrees, on behalf of itself and each other member of the Company Group that, in the event that a dispute arises after the Effective Date in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Agreement and the other transactions contemplated hereby and thereby between Pfizer AT&T and the Company or any of the members of their respective Groups, each of the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.10 may represent any or all of the members of the Pfizer AT&T Group in such dispute even though the interests of the Pfizer AT&T Group may be directly adverse to those of the Company Group. The Company further agrees, on behalf of itself and each other member of the Company Group that, with respect to this Agreement, the Global Separation Agreement, the other Ancillary Agreements, the Contribution Agreement and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Pfizer AT&T or the applicable member of the Pfizer AT&T Group and may be controlled by Pfizer AT&T or such member of the Pfizer AT&T Group and shall not pass to or be claimed by the Company or any member of the Company Group. Furthermore, the Company acknowledges and agrees that Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxxxxx LLP is representing PfizerAT&T, and not the Company, in connection with the Transactions.

Appears in 1 contract

Samples: Global Transaction Agreement (Vrio Corp.)

Advisors. It is acknowledged and agreed by each of the Parties that PfizerCummins, on behalf of itself and the other members of the Pfizer Cummins Group, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement 10.26 to act as outside legal counsel in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.26 have not acted as counsel for the Company Filtration or any other member of the Company Filtration Group in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and Internal Reorganization, the Contribution, the IPO or the other transactions contemplated hereby and thereby and that none of the Company Filtration or any member of the Company Filtration Group has the status of a client of the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.26 for conflict of interest or any other purposes as a result thereof. The Company Filtration hereby agrees, on behalf of itself and each other member of the Company Filtration Group that, in the event that a dispute arises after the Effective Date Time in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and Internal Reorganization, the Contribution, the IPO or any of the other transactions contemplated hereby and thereby between Pfizer Cummins and the Company Filtration or any of the members of their respective Groups, each of the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.26 may represent any or all of the members of the Pfizer Cummins Group in such dispute even though the interests of the Pfizer Cummins Group may be directly adverse to those of the Company Filtration Group. The Company Filtration further agrees, on behalf of itself and each other member of the Company Filtration Group that, with respect to this Agreement, the Global Separation Agreement, the other Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Pfizer Cummins or the applicable member of the Pfizer Cummins Group and may be controlled by Pfizer Cummins or such member of the Pfizer Cummins Group and shall not pass to or be claimed by the Company Filtration or any member of the Company Filtration Group. FurthermoreWithout limiting the foregoing, the Company Filtration acknowledges and agrees that Skadden, Arps, Slate, Xxxxxxx Bxxxx & Xxxx MxXxxxxx LLP and Fxxxx & Lxxxxxx LLP is representing PfizerCummins, and not the CompanyFiltration, in connection with the Transactionstransactions contemplated hereby.

Appears in 1 contract

Samples: Separation Agreement (Atmus Filtration Technologies Inc.)

Advisors. It is acknowledged and agreed by each of the Parties that PfizerCummins, on behalf of itself and the other members of the Pfizer Cummins Group, has retained each of the Persons identified on Schedule 11.11 to the Global Separation Agreement 10.26 to act as outside legal counsel in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.26 have not acted as counsel for the Company Filtration or any other member of the Company Filtration Group in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and Internal Reorganization, the Contribution, the IPO or the other transactions contemplated hereby and thereby and that none of the Company Filtration or any member of the Company Filtration Group has the status of a client of the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.26 for conflict of interest or any other purposes as a result thereof. The Company Filtration hereby agrees, on behalf of itself and each other member of the Company Filtration Group that, in the event that a dispute arises after the Effective Date Time in connection with this Agreement, the Global Separation Agreement, the Ancillary Agreements, the Contribution and Internal Reorganization, the Contribution, the IPO or any of the other transactions contemplated hereby and thereby between Pfizer Cummins and the Company Filtration or any of the members of their respective Groups, each of the Persons listed on Schedule 11.11 to the Global Separation Agreement 10.26 may represent any or all of the members of the Pfizer Cummins Group in such dispute even though the interests of the Pfizer Cummins Group may be directly adverse to those of the Company Filtration Group. The Company Filtration further agrees, on behalf of itself and each other member of the Company Filtration Group that, with respect to this Agreement, the Global Separation Agreement, the other Ancillary Agreements, the Contribution Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Pfizer Cummins or the applicable member of the Pfizer Cummins Group and may be controlled by Pfizer Cummins or such member of the Pfizer Cummins Group and shall not pass to or be claimed by the Company Filtration or any member of the Company Filtration Group. FurthermoreWithout limiting the foregoing, the Company Filtration acknowledges and agrees that Skadden, Arps, Slate, Xxxxx & XxXxxxxx LLP and Xxxxx & Xxxxxxx & Xxxx LLP is representing PfizerCummins, and not the CompanyFiltration, in connection with the Transactionstransactions contemplated hereby.

Appears in 1 contract

Samples: Separation Agreement (Atmus Filtration Technologies Inc.)

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