Common use of Attorney-Client Privilege Clause in Contracts

Attorney-Client Privilege. Purchaser hereby agrees, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) that, as to all communications to or from Seller Group’s Counsel, on the one hand, and any or all of the Transferred Entities, the Seller Group or their Affiliates and their respective Representatives, on the other hand, that directly relate to the Existing Representation and to which the attorney-client privilege applies (the “Privileged Deal Communications”), the attorney-client privilege and the expectation of client confidence belongs and will belong solely to the Seller Group and will not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing). Absent the prior written consent of the Seller Group, none of Purchaser or any of its Affiliates (including any Transferred Entity after the Closing) may access the Privileged Deal Communications, and none of Purchaser or any of its Affiliates (including any Transferred Entity after the Closing) may use or rely upon the Privileged Deal Communications in any dispute against or involving the Seller Group. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and a third party other than (and not an Affiliate of) the Seller Group, on the other hand, Purchaser or any of its Affiliates (including any Transferred Entity) may assert the attorney-client privilege to prevent disclosure of the Privileged Deal Communications; provided, however, that such Transferred Entity may not waive such privilege without the prior written consent of Seller. Notwithstanding the foregoing, the Purchaser and its Affiliates (including any Transferred Entity) shall not be in breach of this Agreement as a result of inadvertent access to any Privileged Deal Communications. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 12.13. Notwithstanding the foregoing, any communications that occur prior to the Closing between or among Seller Group’s Counsel, on the one hand, and the Seller, the Transferred Entities and their respective Affiliates, on the other hand, in furtherance of, or that constitute fraud, shall not be deemed Privileged Deal Communications. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 12.13, and may enforce the same. This Section 12.13 will survive the Closing and will remain in effect indefinitely.

Attorney-Client Privilege. Purchaser hereby agreesAll communications involving attorney-client privilege between ID or ID Member (collectively, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) that, as to all communications to or from Seller Group’s Counsel“Company Security holders”), on the one hand, and any or all of the Transferred Entities, the Seller Group or their Affiliates and their respective Representativescounsels, including, but not limited to, Sessine Feron, Attorneys at Law, Insigne PC and Tax Counsel: Xxxxx Tax Law PC (collectively “Pre-Merger Counsel”) on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that directly relate belong solely to such ID Member (and not ID). Accordingly, neither ID nor the Surviving Company shall have access to any such communications, or to the Existing Representation files of Pre-Merger Counsel relating to such engagement. Without limiting the generality of the foregoing, upon and to which after the Effective Time, (a) the ID Member (and not the Surviving Company) shall be the sole holder of the attorney-client privilege applies with respect to such engagement, and neither ID or the Surviving Company shall be a holder thereof, (b) to the “Privileged Deal Communications”)extent that files of Pre-Merger Counsel in respect of such engagement constitute property of the client, only the ID Member (and not ID or Surviving Corporation) shall hold such property rights and (c) Pre-Merger Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client privilege communications or files to any member of ID or the Surviving Company by reason of any attorney-client relationship between Pre-Merger Counsel and ID or otherwise; provided that the expectation of client confidence belongs foregoing shall not extend to any communication or files not involving the negotiation, documentation and will belong solely to the Seller Group and will not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing). Absent the prior written consent consummation of the Seller Group, none of Purchaser or any of its Affiliates (including any Transferred Entity after the Closing) may access the Privileged Deal Communications, and none of Purchaser or any of its Affiliates (including any Transferred Entity after the Closing) may use or rely upon the Privileged Deal Communications in any dispute against or involving the Seller Grouptransactions contemplated this Agreement. Notwithstanding the foregoing, in the event that a dispute arises after between CHC, the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on Surviving Company and the one hand, ID Member and a third party (other than (and not an Affiliate of) the Seller Group, on the other hand, Purchaser a party to this Agreement or any of its Affiliates (including any Transferred Entitytheir respective Affiliates) after the Effective Time, ID or the Surviving Company may assert the attorney-client privilege to prevent disclosure of the Privileged Deal Communicationsconfidential communications by Pre-Merger Counsel to such third party; provided, however, that such Transferred Entity ID or Surviving Company may not waive such privilege without the prior written consent of Seller. Notwithstanding the foregoing, the Purchaser and its Affiliates (including any Transferred Entity) shall not be in breach of this Agreement as a result of inadvertent access to any Privileged Deal Communications. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 12.13. Notwithstanding the foregoing, any communications that occur prior to the Closing between or among Seller Group’s Counsel, on the one hand, and the Seller, the Transferred Entities and their respective Affiliates, on the other hand, in furtherance of, or that constitute fraud, shall not be deemed Privileged Deal Communications. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 12.13, and may enforce the same. This Section 12.13 will survive the Closing and will remain in effect indefinitelyID.

Attorney-Client Privilege. Purchaser hereby agreesRecognizing that Xxxxxx & Xxxxxxx LLP (“Latham”) has acted as legal counsel to Seller and the Group Companies, on behalf of itself and that such law firm intends to act as legal counsel to Seller and its Affiliates (including other than the Transferred Entities Group Companies) after the consummation of the Closing) that, Buyer agrees, as to all communications to or from Seller Group’s Counsel, on the one hand, and any or all of the Transferred Entitiesamong Xxxxxx, the Group Companies and/or Seller Group or their Affiliates and their respective Representatives, on the other hand, representatives that directly (i) relate to the Existing Representation and period prior to which the consummation of the Closing or (ii) otherwise relate to the negotiations of, or the transactions contemplated by, this Agreement, that the attorney-client privilege applies (the “Privileged Deal Communications”)privilege, the attorney-client privilege and work product privilege, the expectation of client confidence belongs and will any other legal privileges or immunities belong solely to the Seller Group and will its Affiliates and may be controlled by Seller and its Affiliates and shall not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after Buyer, the Closing). Absent the prior written consent of the Seller Group, none of Purchaser Group Companies or any of its their respective Affiliates (including any Transferred Entity after or Subsidiaries or be waived by Buyer, the Closing) may access the Privileged Deal Communications, and none of Purchaser Group Companies or any of their respective Affiliates or Subsidiaries. Seller and its Affiliates (including may assert the attorney-client privilege, the work product privilege, the expectation of client confidence and any Transferred Entity after other legal privilege or immunity against Buyer, the Closing) may use Group Companies or rely upon any of their respective Affiliates or Subsidiaries to the Privileged Deal Communications in any dispute against or involving the Seller Groupfullest extent permitted by applicable Law. Notwithstanding the foregoing, in the event that a dispute arises after between Buyer, the Closing between Purchaser Group Companies or any of their respective Subsidiaries or Affiliates and a third party (other than a party to this Agreement or any of its Affiliates (including any Transferred Entity)Affiliates) after the Closing, on the one hand, and a third party other than (and not an Affiliate of) the Seller Group, on the other hand, Purchaser or any of its Affiliates (including any Transferred Entity) Group Companies may assert the attorney-client privilege, the work product privilege or any other applicable privilege or immunity from disclosure to prevent disclosure of confidential communications by Xxxxxx to such third party; provided that neither the Privileged Deal Communications; provided, however, that such Transferred Entity Group Companies nor any of their respective Affiliates may not waive such privilege without the prior written consent of Seller. Notwithstanding the foregoing, the Purchaser and its Affiliates (including any Transferred Entity) shall not be in breach of this Agreement as a result of inadvertent access to any Privileged Deal Communications. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 12.13. Notwithstanding the foregoing, any communications that occur prior to the Closing between or among Seller Group’s Counsel, on the one hand, and the Seller, the Transferred Entities and their respective Affiliates, on the other hand, in furtherance of, or that constitute fraud, shall not be deemed Privileged Deal Communications. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 12.13, and may enforce the same. This Section 12.13 will survive the Closing and will remain in effect indefinitely.

Attorney-Client Privilege. Purchaser hereby agreesRecognizing that Xxxxxx & Xxxxxxx LLP (“Latham”) has acted as legal counsel to Parent, on behalf of itself the Seller and the Company, and that such law firm intends to act as legal counsel to Parent, Seller and its Affiliates (including other than the Transferred Entities Company) after the consummation of the Closing) that, Buyer agrees, as to all communications to or from Seller Group’s Counsel, on the one hand, and any or all of the Transferred Entitiesamong Xxxxxx, the Company, Seller Group and/or Parent or their Affiliates and their respective Representatives, on the other hand, representatives that directly (i) relate to the Existing Representation and period prior to which the consummation of the Closing or (ii) otherwise relate to the negotiations of, or the transactions contemplated by, this Agreement, that the attorney-client privilege applies (the “Privileged Deal Communications”)privilege, the attorney-client privilege and work product privilege, the expectation of client confidence belongs and will any other legal privileges or immunities belong solely to the Parent, Seller Group and will their respective Affiliates and may be controlled by Parent, Seller and their respective Affiliates and shall not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after Buyer, the Closing). Absent the prior written consent of the Seller Group, none of Purchaser Company or any of its their respective Affiliates (including any Transferred Entity after or Subsidiaries or be waived by Buyer, the Closing) may access the Privileged Deal Communications, and none of Purchaser Company or any of its their respective Affiliates (including or Subsidiaries. Parent, Seller and their respective Affiliates may assert the attorney-client privilege, the work product privilege, the expectation of client confidence and any Transferred Entity after other legal privilege or immunity against Buyer, the Closing) may use Company or rely upon any of their respective Affiliates or Subsidiaries to the Privileged Deal Communications in any dispute against or involving the Seller Groupfullest extent permitted by applicable Law. Notwithstanding the foregoing, in the event that a dispute arises after between Buyer, the Closing between Purchaser Company or any of their respective Subsidiaries or Affiliates and a third party (other than a party to this Agreement or any of its Affiliates (including any Transferred Entity)Affiliates) after the Closing, on the one hand, and a third party other than (and not an Affiliate of) the Seller Group, on the other hand, Purchaser or any of its Affiliates (including any Transferred Entity) Company may assert the attorney-client privilege, the work product privilege or any other applicable privilege or immunity from disclosure to prevent disclosure of confidential communications by Xxxxxx to such third party; provided that neither the Privileged Deal Communications; provided, however, that such Transferred Entity Company nor any of its Affiliates may not waive such privilege without the prior written consent of Seller. Notwithstanding the foregoing, the Purchaser and its Affiliates (including any Transferred Entity) shall not be in breach of this Agreement as a result of inadvertent access to any Privileged Deal Communications. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 12.13. Notwithstanding the foregoing, any communications that occur prior to the Closing between or among Seller Group’s Counsel, on the one hand, and the Seller, the Transferred Entities and their respective Affiliates, on the other hand, in furtherance of, or that constitute fraud, shall not be deemed Privileged Deal Communications. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 12.13, and may enforce the same. This Section 12.13 will survive the Closing and will remain in effect indefinitelyParent.

Attorney-Client Privilege. Purchaser hereby agreesRecognizing that Milbank LLP has acted as legal counsel to the Sellers and each Company, on behalf of itself and its that such law firm intends to act as legal counsel to the Sellers and their respective Affiliates (including other than the Transferred Entities Companies) after the consummation of the Closing) , Buyers agree that, as to all communications to or from Seller Group’s Counsel, on the one hand, and any or all of the Transferred Entitiesamong Milbank LLP, the Seller Group Companies and/or the Sellers or their Affiliates and their respective Representatives, on the other hand, representatives that directly (i) relate to the Existing Representation and period prior to which the attorney-client privilege applies consummation of the Closing or (ii) otherwise relate to the “Privileged Deal Communications”)negotiations of, or the transactions contemplated by, this Agreement, the attorney-client privilege and privilege, the work product privilege, the expectation of client confidence belongs and will any other legal privileges or immunities belong solely to the Seller Group Sellers and will their respective Affiliates and may be controlled by the Sellers and their respective Affiliates and shall not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after Buyers, the Closing). Absent the prior written consent of the Seller Group, none of Purchaser Companies or any of its their Affiliates (including any Transferred Entity after or Subsidiaries or be waived by Buyers, the Closing) may access the Privileged Deal Communications, and none of Purchaser Companies or any of its their Affiliates (including or Subsidiaries. The Sellers and their respective Affiliates may assert the attorney-client privilege, the work product privilege, the expectation of client confidence and any Transferred Entity after other legal privilege or immunity against Buyers, the Closing) may use Companies or rely upon any of their Affiliates or Subsidiaries to the Privileged Deal Communications in any dispute against or involving the Seller Groupfullest extent permitted by applicable Law. Notwithstanding the foregoing, in the event that a dispute arises after between Buyers, the Closing between Purchaser Companies or any of its their Subsidiaries or Affiliates (including any Transferred Entity), on the one hand, and a third party (other than (and not an Affiliate of) the Seller Group, on the other hand, Purchaser a party to this Agreement or any of its Affiliates (including any Transferred Entitytheir respective Affiliates) after the Closing, the Companies may assert the attorney-client privilege, the work product privilege or any other applicable privilege or immunity from disclosure to prevent disclosure of confidential communications by Milbank LLP to such third party; provided that neither the Privileged Deal Communications; provided, however, that such Transferred Entity Companies nor any of their Affiliates or Subsidiaries may not waive such privilege without the prior written consent of Seller. Notwithstanding the foregoing, the Purchaser and its Affiliates (including any Transferred Entity) shall not be in breach of this Agreement as a result of inadvertent access to any Privileged Deal Communications. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 12.13. Notwithstanding the foregoing, any communications that occur prior to the Closing between or among Seller Group’s Counsel, on the one hand, and the Seller, the Transferred Entities and their respective Affiliates, on the other hand, in furtherance of, or that constitute fraud, shall not be deemed Privileged Deal Communications. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 12.13, and may enforce the same. This Section 12.13 will survive the Closing and will remain in effect indefinitelySellers.

Attorney-Client Privilege. Purchaser hereby agreesRecognizing that Xxxxxx & Xxxxxxx LLP (“Latham”) has acted as legal counsel to Seller and the Company, on behalf of itself and that such law firm intends to act as legal counsel to Seller and its Affiliates (including other than the Transferred Entities Company) after the consummation of the Closing) that, Buyer agrees, as to all communications to or from Seller Group’s Counsel, on the one hand, and any or all of the Transferred Entitiesamong Latham, the Company and/or Seller Group or their Affiliates and their respective Representatives, on the other hand, representatives that directly (i) relate to the Existing Representation and period prior to which the consummation of the Closing or (ii) otherwise relate to the negotiations of, or the transactions contemplated by, this Agreement, that the attorney-client privilege applies (the “Privileged Deal Communications”)privilege, the attorney-client privilege and work product privilege, the expectation of client confidence belongs and will any other legal privileges or immunities belong solely to the Seller Group and will its Affiliates and may be controlled by Seller and its Affiliates and shall not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after Buyer, the Closing). Absent the prior written consent of the Seller Group, none of Purchaser Company or any of its their respective Affiliates (including any Transferred Entity after or Subsidiaries or be waived by Buyer, the Closing) may access the Privileged Deal Communications, and none of Purchaser Company or any of their respective Affiliates or Subsidiaries. Seller and its Affiliates (including may assert the attorney-client privilege, the work product privilege, the expectation of client confidence and any Transferred Entity after other legal privilege or immunity against Buyer, the Closing) may use Company or rely upon any of their respective Affiliates or Subsidiaries to the Privileged Deal Communications in any dispute against or involving the Seller Groupfullest extent permitted by applicable Law. Notwithstanding the foregoing, in the event that a dispute arises after between Buyer, the Closing between Purchaser Company or any of their respective Subsidiaries or Affiliates and a third party (other than a party to this Agreement or any of its Affiliates (including any Transferred Entity)Affiliates) after the Closing, on the one hand, and a third party other than (and not an Affiliate of) the Seller Group, on the other hand, Purchaser or any of its Affiliates (including any Transferred Entity) Company may assert the attorney-client privilege, the 84 work product privilege or any other applicable privilege or immunity from disclosure to prevent disclosure of confidential communications by Latham to such third party; provided that neither the Privileged Deal Communications; provided, however, that such Transferred Entity Company nor any of its Affiliates may not waive such privilege without the prior written consent of Seller. Notwithstanding the foregoing, the Purchaser and its Affiliates (including any Transferred Entity) shall not be in breach of this Agreement as a result of inadvertent access to any Privileged Deal Communications. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 12.13. Notwithstanding the foregoing, any communications that occur prior to the Closing between or among Seller Group’s Counsel, on the one hand, and the Seller, the Transferred Entities and their respective Affiliates, on the other hand, in furtherance of, or that constitute fraud, shall not be deemed Privileged Deal Communications. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 12.13, and may enforce the same. This Section 12.13 will survive the Closing and will remain in effect indefinitely.

Attorney-Client Privilege. Purchaser hereby agrees, on behalf of itself and its Affiliates (including a) All communications between the Transferred Entities after Sole Member or the Closing) that, as to all communications to or from Seller Group’s CounselCompany, on the one hand, and any or all of the Transferred Entities, the Seller Group or their Affiliates and their respective RepresentativesPolsinelli, on the other hand, that directly relate relating to the Existing Representation negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transactions contemplated hereby (the "Privileged Communications") shall be deemed to which the be attorney-client privilege applies (the “Privileged Deal Communications”), the attorney-client privilege privileged and the expectation of client confidence belongs and will relating thereto shall belong solely to the Seller Group Sole Member and will shall not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after Parent, the Closing). Absent the prior written consent of the Seller Group, none of Purchaser Surviving Company or any of its Affiliates (including other affiliates. Accordingly, Parent and the Surviving Company and shall not have access to any Transferred Entity Privileged Communications or to the files of Polsinelli relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) may access the Privileged Deal CommunicationsSole Member (and not Parent or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser Parent or the Surviving Company shall be a holder thereof, (ii) to the extent that files of Polsinelli in respect of such engagement constitute property of the client, only the Sole Member (and not Parent nor the Surviving Company) shall hold such property rights and (iii) Polsinelli shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or the Surviving Company by reason of its Affiliates (including any Transferred Entity after attorney-client relationship between Polsinelli and the Closing) may use Company or rely upon the Privileged Deal Communications in any dispute against or involving the Seller Groupotherwise. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Purchaser Parent or any of its Affiliates affiliates (including any Transferred Entitythe Surviving Company), on the one hand, and a third party other than (and not an Affiliate of) any of the Seller GroupSole Member, on the other hand, Purchaser or any of Parent and its Affiliates affiliates (including any Transferred Entitythe Surviving Company) may assert the attorney-client privilege to prevent disclosure of the Privileged Deal Communications; confidential communications to such third party; provided, however, that such Transferred Entity neither Parent nor any of its affiliates (including the Surviving Company) may not waive such privilege without the prior written consent of Seller. Notwithstanding the foregoingSole Member, the Purchaser and its Affiliates (including any Transferred Entity) which consent shall not be in breach of this Agreement as a result of inadvertent access to unreasonably withheld, conditioned or delayed. In the event that Parent or any Privileged Deal Communications. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect affiliates (including the Surviving Company) is legally required by governmental order or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the meaning and effect of this Section 12.13. Notwithstanding the foregoing, any communications that occur prior to the Closing between or among Seller Group’s Counsel, on the one handextent (x) permitted by applicable Law, and (y) advisable in the Selleropinion of Parent’s counsel, the Transferred Entities and their respective Affiliates, on the other handthen Parent shall immediately (and, in furtherance ofany event, or within thirty (30) Business Days notify the Sole Member in writing so that constitute fraud, shall not be deemed Privileged Deal Communications. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 12.13, and may enforce the same. This Section 12.13 will survive the Closing and will remain in effect indefinitelySole Member can seek a protective order.

Attorney-Client Privilege. Purchaser hereby agreesRecognizing that Milbank LLP has acted as legal counsel to the Sellers and each Company, on behalf of itself and its that such law firm intends to act as legal counsel to the Sellers and their respective Affiliates (including other than the Transferred Entities Companies) after the consummation of the Closing) , the Buyers agree that, as to all communications to or from Seller Group’s Counsel, on the one hand, and any or all of the Transferred Entitiesamong Milbank LLP, the Seller Group Companies and/or the Sellers or their Affiliates and their respective Representatives, on the other hand, representatives that directly (i) relate to the Existing Representation and period prior to which the attorney-client privilege applies consummation of the Closing or (ii) otherwise relate to the “Privileged Deal Communications”)negotiations of, or the transactions contemplated by, this Agreement, the attorney-client privilege and privilege, the work product privilege, the expectation of client confidence belongs and will any other legal privileges or immunities belong solely to the Seller Group Sellers and will their respective Affiliates and may be controlled by the Sellers and their respective Affiliates and shall not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing). Absent Buyers, the prior written consent of the Seller Group, none of Purchaser Companies or any of its their Affiliates (including any Transferred Entity after or Subsidiaries or be waived by the Closing) may access Buyers, the Privileged Deal Communications, and none of Purchaser Companies or any of its their Affiliates (including or Subsidiaries. The Sellers and their respective Affiliates may assert the attorney-client privilege, the work product privilege, the expectation of client confidence and any Transferred Entity after other legal privilege or immunity against the Closing) may use Buyers, the Companies or rely upon any of their Affiliates or Subsidiaries to the Privileged Deal Communications in any dispute against or involving the Seller Groupfullest extent permitted by applicable Law. Notwithstanding the foregoing, in the event that a dispute arises after between the Closing between Purchaser Buyers, the Companies or any of its their Subsidiaries or Affiliates (including any Transferred Entity), on the one hand, and a third party (other than (and not an Affiliate of) the Seller Group, on the other hand, Purchaser a party to this Agreement or any of its Affiliates (including any Transferred Entitytheir respective Affiliates) after the Closing, the Companies may assert the attorney-client privilege, the work product privilege or any other applicable privilege or immunity from disclosure to prevent disclosure of confidential communications by Milbank LLP to such third party; provided that neither the Privileged Deal Communications; provided, however, that such Transferred Entity Companies nor any of their Affiliates or Subsidiaries may not waive such privilege without the prior written consent of Seller. Notwithstanding the foregoing, the Purchaser and its Affiliates (including any Transferred Entity) shall not be in breach of this Agreement as a result of inadvertent access to any Privileged Deal Communications. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 12.13. Notwithstanding the foregoing, any communications that occur prior to the Closing between or among Seller Group’s Counsel, on the one hand, and the Seller, the Transferred Entities and their respective Affiliates, on the other hand, in furtherance of, or that constitute fraud, shall not be deemed Privileged Deal Communications. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 12.13, and may enforce the same. This Section 12.13 will survive the Closing and will remain in effect indefinitelySellers.

Attorney-Client Privilege. Purchaser Each of the Parties also agrees that Sellers have a reasonable expectation of privacy and privilege with respect to their communications (in all forms) with HB prior to the Closing to the extent such communications concern this Agreement, the Maritech APA, and/or the MIPSA, and the agreements and documents delivered hereunder and thereunder and the transactions contemplated hereby agrees, on behalf and thereby. Each of itself the Parties likewise agrees that third parties and its Affiliates their counsel with a common legal interest with Sellers also have a reasonable expectation of privacy and privilege with respect to their communications prior to the Closing (including the Transferred Entities “Common Interest Parties”). At and after the Closing) that, as to all communications to or from Seller Group’s Counsel, on the one hand, and any or all of the Transferred Entities, the Seller Group or their Affiliates and their respective Representatives, on the other hand, that directly relate to the Existing Representation and to which the attorney-client privilege applies (the “Privileged Deal Communications”), the attorney-client privilege of the Companies with HB with respect to such matters, and the expectation Common Interest Parties with their counsel shall be deemed to be the right of client confidence belongs Sellers or the Common Interest Party respectively, and will belong solely not that of the Companies, and may be waived only by Sellers or Common Interest Party as to the Seller Group and will not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing)their respective communications. Absent the prior written consent of Sellers, the Seller GroupCommon Interest Party, none or except as required to comply with any Law or other regulatory requirement applicable to Buyer or its Affiliates, neither Buyer nor the Companies shall have a right to access attorney-client privileged material of Purchaser or any of its Affiliates (including any Transferred Entity after the Companies with respect to this Agreement, the Maritech APA and MIPSA and the other documents contemplated herein and the transactions contemplated hereby and thereby following the Closing) may access the Privileged Deal Communications, and none of Purchaser or any of its Affiliates (including any Transferred Entity after the Closing) may use or rely upon the Privileged Deal Communications in any dispute against or involving the Seller Group. Notwithstanding the foregoing, (a) nothing herein shall be construed as a waiver by the Companies of the attorney-client privilege or the obligations of confidentiality owed by HB to the Companies with respect to matters not regarding this Agreement and the other agreements and documents delivered hereunder and the transactions contemplated hereby and thereby, (b) in the event that a dispute arises after between Buyer or the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, Companies and a third party Person other than a Party to this Agreement after the Closing, (and not an Affiliate ofi) the Seller Group, on the other hand, Purchaser or any of its Affiliates (including any Transferred Entity) Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by HB to such third Person and (ii) to the Privileged Deal Communications; provided, however, that such Transferred Entity may not waive extent any such privilege without or client confidence is required to be waived or otherwise required to be released by any Governmental Entity, under law or pursuant to any orders, decrees, writs, injunctions, judgments, stipulations, determinations or awards entered by or with any Governmental Entity, none of the prior written consent of Seller. Notwithstanding the foregoingCompanies, the Purchaser and its Buyer or their Affiliates (including any Transferred Entity) shall not be in breach or violation of any provision of this Agreement as a result of inadvertent access or any document or agreement delivered hereunder for providing information, documents, communications or client confidences to any Privileged Deal Communications. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect Governmental Entity in response to, and subject to the meaning and effect of this Section 12.13. Notwithstanding requirement limitation in, the foregoing, any communications that occur prior to the Closing between or among Seller Group’s Counsel, on the one hand, and the Seller, the Transferred Entities and their respective Affiliates, on the other hand, in furtherance of, or that constitute fraud, shall not be deemed Privileged Deal Communications. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 12.13, and may enforce the same. This Section 12.13 will survive the Closing and will remain in effect indefinitely.

Attorney-Client Privilege. Purchaser hereby agrees, The Buyer (on behalf of itself and its Affiliates Subsidiaries, including the Company and its Subsidiaries) waives and shall not assert, and agrees to cause its Subsidiaries (including the Transferred Entities after the ClosingCompany and its Subsidiaries) thatto waive and to not assert, as any attorney-client privilege, attorney work-product protection, or expectation of client confidence with respect to all communications to or from Seller Group’s any communication between Prior Company Counsel, on the one hand, and any Designated Person or all of the Transferred EntitiesCompany (collectively, the Seller Group or their Affiliates and their respective Representatives, on the other hand, that directly relate to the Existing Representation and to which the attorney“Pre-client privilege applies (the “Privileged Deal CommunicationsClosing Designated Persons”), or any advice given to any Pre-Closing Designated Person by Prior Company Counsel, in each case to the attorney-client privilege and the expectation of client confidence belongs and will belong extent relating solely to any of the Seller Group Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with any dispute between any Designated Person and will one or more of the Buyer and its respective Subsidiaries (including the Company and its Subsidiaries), it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to the waiver or other control of such Pre-Closing Privilege, shall be retained by the Seller, and shall not pass to or be claimed or used by Purchaser the Buyer, the Company or its Affiliates (including any Transferred Entity after of the ClosingCompany’s Subsidiaries, except as provided in the last sentence of this Section 10.8(b). Absent Furthermore, the prior written consent Buyer (on behalf of itself and its Subsidiaries, including the Company and its Subsidiaries) acknowledges and agrees that any advice given to or communication with any of the Seller Group, none of Purchaser Designated Persons included within the Pre-Closing Privileges shall not be subject to any joint privilege (whether the Company or any of its Affiliates (including any Transferred Entity after the ClosingSubsidiaries also received such advice or communication) may access the Privileged Deal Communications, and none of Purchaser or any of its Affiliates (including any Transferred Entity after the Closing) may use or rely upon the Privileged Deal Communications in any dispute against or involving the Seller Groupshall be owned solely by such Designated Persons. Notwithstanding the foregoing, in the event that a dispute arises after between the Closing between Purchaser Buyer, the Company or any of its Affiliates (including any Transferred Entity)the Company’s Subsidiaries, on the one hand, and a third party other than (and not an Affiliate of) the Seller Groupa Designated Person, on the other hand, Purchaser or any of the Buyer shall (and shall cause its Affiliates (Subsidiaries, including any Transferred Entitythe Company and its Subsidiaries, to) may assert the attorneyPre-client privilege Closing Privileges on behalf of the Designated Persons to prevent disclosure of the Privileged Deal CommunicationsMaterials to such third party; provided, however, that such Transferred Entity privilege may not waive such privilege without be waived only with the prior written consent of Seller. Notwithstanding the foregoing, the Purchaser and its Affiliates (including any Transferred Entity) shall not be in breach of this Agreement as a result of inadvertent access to any Privileged Deal Communications. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 12.13. Notwithstanding the foregoing, any communications that occur prior to the Closing between or among Seller Group’s Counsel, on the one hand, and the Seller, the Transferred Entities and their respective Affiliates, on the other hand, in furtherance of, or that constitute fraud, shall not be deemed Privileged Deal Communications. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 12.13, and may enforce the same. This Section 12.13 will survive the Closing and will remain in effect indefinitely.