Common use of Attorney-Client Privilege Clause in Contracts

Attorney-Client Privilege. Each of the parties hereto agrees that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of each constituent of Island in connection with the transactions contemplated by this Agreement, including the Merger, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the Stockholder Representative, and not by the Surviving Corporation, following the Closing, and may be waived only by the Stockholder Representative, and not the Surviving Corporation, and shall not pass to or be claimed by the Company or the Surviving Corporation. Absent the consent of the Stockholder Representative or as compelled by legal process, neither the Company nor the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event the Company or the Surviving Corporation access Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Stockholder Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between the Company or the Surviving Corporation, on the one hand, and a third party other than (and unaffiliated with) Island and the Island Subsidiaries, any holder of Island Capital Stock, and the Stockholder Representative, on the other hand, after the Closing, then the Surviving Corporation may assert such attorney-client privilege to prevent disclosure to such Covered Materials; provided, however, that the Company and the Surviving Corporation may not waive such privilege without the prior written consent of the Stockholder Representative.

Attorney-Client Privilege. Each of Buyer: (a) acknowledges that Xxxxxxx, Xxxxxx & Xxxx, P.C. has represented the parties hereto agrees that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of each constituent of Island Company in connection with the transactions contemplated by Contemplated Transactions and that, effective upon the Closing, the Company shall, without the necessity of further documentation of transfer, be deemed to have irrevocably assigned and transferred to Sellers, on behalf of the Company and each Seller jointly, all of the Company’s right to, title to and interest in all communications with, and work product of, Xxxxxxx, Xxxxxx & Xxxx, P.C. as they relate to this Agreement, including the Mergerother documents contemplated hereby and the preparation and negotiation thereof, together with all written or other materials consisting of, containing, summarizing or embodying such communications and all information work product, (b) agree that the intent and documents covered by such effect of this provision is to grant the Sellers control over the exercise of the attorney-client privilege or protection (the “Covered Materials”), shall belong to and be controlled by the Stockholder Representative, and not by the Surviving Corporation, following the Closing, and may be waived only by the Stockholder Representative, and not the Surviving Corporation, and shall not pass to or be claimed held by the Company or the Surviving Corporation. Absent the consent of the Stockholder Representative or as compelled by legal process, neither the Company nor the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event the Company or the Surviving Corporation access Covered Materials in violation respect of this sentenceAgreement, the other documents contemplated hereby and the Contemplated Transactions, together with all written or other materials consisting of, containing, summarizing or embodying such access will not waive or otherwise affect the rights of the Stockholder Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between the Company or the Surviving Corporation, on the one handcommunications and work product, and a third party other than (and unaffiliated withc) Island and the Island Subsidiaries, any holder of Island Capital Stock, and the Stockholder Representative, on the other hand, agree that after the Closing, then the Surviving Corporation may assert such Company will not knowingly waive the attorney-client privilege belonging to prevent disclosure the Company, if any, relating to any matter relating to this Agreement, all ancillary agreements and the transactions effected by each and the preparation and negotiation thereof occurring before the Closing or intentionally disclose the content of communications or work product related to such Covered Materials; providedprivilege to any person, however, that the Company and the Surviving Corporation may not waive such privilege without the prior express written consent of Sellers (which consent will not be unreasonably withheld). Buyer will for itself and will cause the Stockholder RepresentativeCompany after the Closing to consent to Xxxxxxx, Xxxxxx & Xxxx, P.C.’s representation of any Seller in any post-Closing dispute or other legal action, including disputes with the Company notwithstanding Xxxxxxx, Xxxxxx & Xxxx, P.C.’s prior representation of the Company.

Attorney-Client Privilege. Each of Parent and the parties hereto agrees Company agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of each constituent of Island the Company prior to the Closing and in connection with the transactions contemplated by this Agreement, including the Merger, and all pre-closing information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the Stockholder Securityholders’ Representative, and not by the Surviving Corporation, following the Closing, and may be waived only by the Stockholder Securityholders’ Representative, and not the Surviving Corporation, and shall not pass to or be claimed or used by the Company Parent or the Surviving Corporation. Absent the consent of the Stockholder Representative or as compelled by legal processSecurityholders’ Representative, neither the Company Parent nor the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event the Company Parent or the Surviving Corporation access accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Stockholder Securityholders’ Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between the Company Parent or the Surviving Corporation, on the one hand, and a third party other than (and unaffiliated with) Island the Participating Securityholders and the Island Subsidiaries, any holder of Island Capital Stock, and the Stockholder Securityholders’ Representative, on the other hand, after the Closing, then the Surviving Corporation may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, howeverfurther, that the Company Parent and the Surviving Corporation may not waive such privilege without the prior written consent of the Stockholder Securityholders’ Representative.

Attorney-Client Privilege. Each of the parties hereto agrees that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of each constituent member of Island the Company in connection with the transactions contemplated by this Agreement, including the Merger, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the Stockholder Holder Representative, and not by the Surviving CorporationEntity, following the Closing, and may be waived only by the Stockholder Holder Representative, and not the Surviving CorporationEntity, and shall not pass to or be claimed or used by the Company Acquiror or the Surviving CorporationEntity. Absent the consent of the Stockholder Representative or as compelled by legal processHolder Representative, neither the Company Acquiror nor the Surviving Corporation Entity shall have a right to access the Covered Materials following the Closing and, in the event the Company Acquiror or the Surviving Corporation Entity access Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Stockholder Holder Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between the Company Acquiror or the Surviving CorporationEntity, on the one hand, and a third party other than (and unaffiliated with) Island and any member of the Island SubsidiariesCompany Group, any holder of Island Capital StockUnits, and the Stockholder Holder Representative, on the other hand, after the Closing, then the Surviving Corporation Entity may assert such attorney-client privilege to prevent disclosure to such Covered Materials; provided, however, that the Company Acquiror and the Surviving Corporation Entity may not waive such privilege without the prior written consent of the Stockholder Holder Representative.

Attorney-Client Privilege. Each of Parent, Buyer, Seller and the parties hereto agrees Group Companies agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of each constituent of Island the Group Companies in connection with the transactions contemplated by this Agreement, including the MergerContemplated Transactions, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the Stockholder RepresentativeSeller, and not by the Surviving CorporationParent, Buyer or any Group Company, following the Closing, and may be waived only by the Stockholder RepresentativeSeller, and not the Surviving Corporationany Group Company, and shall not pass to or be claimed or used by the Company Parent, Buyer or the Surviving CorporationGroup Companies. Absent the consent of the Stockholder Representative or as compelled by legal processSeller, neither the none of Parent, Buyer nor any Group Company nor the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event the Parent, Buyer or any Group Company or the Surviving Corporation access accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Stockholder Representative Seller with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between the Company Parent, Buyer or the Surviving Corporationa Group Company, on the one hand, and a third party other than (and unaffiliated with) Island and the Island Subsidiaries, any holder of Island Capital Stock, and the Stockholder RepresentativeSeller, on the other hand, after the Closing, then the Surviving Corporation Group Company may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, howeverfurther, that the Company Parent, Buyer and the Surviving Corporation Group Companies may not waive such privilege without the prior written consent of the Stockholder RepresentativeSeller.

Attorney-Client Privilege. Each of The Buyer and the parties hereto agrees Company agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of each constituent of Island in connection with the transactions contemplated by this Agreement, including the Merger, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the Stockholder Company Equityholder Representative, and not by the Surviving CorporationEntity, following the Closing, and may be waived only by the Stockholder Company Equityholder Representative, and not the Surviving CorporationEntity, and shall not pass to or be claimed or used by the Company Buyer or the Surviving CorporationEntity. Absent the consent of the Stockholder Representative or as compelled by legal processCompany Equityholder Representative, neither the Company Buyer nor the Surviving Corporation Entity shall have a right to access the Covered Materials following the Closing and, in the event the Company Buyer or the Surviving Corporation access Entity accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Stockholder Company Equityholder Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between the Company Buyer or the Surviving CorporationEntity, on the one hand, and a third party other than (and unaffiliated with) Island the Company Equityholders and the Island Subsidiaries, any holder of Island Capital Stock, and the Stockholder Company Equityholder Representative, on the other hand, after the Closing, then the Surviving Corporation Entity may assert such attorney-client privilege to prevent disclosure to of such Covered Materials; provided, howeverfurther, that the Company Buyer and the Surviving Corporation Entity may not waive such privilege without the prior written consent of the Stockholder RepresentativeCompany Equityholder Representative (such consent not to be unreasonably withheld, conditioned or delayed). The parties acknowledge and agree that this Section 8.13 shall not limit or otherwise prohibit the Buyer’s ability to (a) compel discovery of information that is not subject to an attorney-client privilege in the event that such information is relevant to a dispute that arises after the Closing, (ii) in the event that the Buyer or the Surviving Entity receives a subpoena or other discovery request pursuant to Law that calls for the search for, or of, documents that may include Covered Materials, comply with its legal obligations, and (iii) in the event that a dispute arises between the Buyer or the Surviving Entity and a third party other than a party to this Agreement following the Closing, the Buyer and/or the Surviving Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Cooley.

Attorney-Client Privilege. Each Recognizing that Milbank LLP has acted as legal counsel to Seller and the Company, and that such law firm intends to act as legal counsel to Seller and its Affiliates (other than the Company) after the consummation of the parties hereto agrees Closing, Buyer agree that, as to all communications among Milbank LLP, the Company and/or Seller or their respective representatives that any (i) relate to the period prior to the consummation of the Closing or (ii) otherwise relate to the negotiations of, or the transactions contemplated by, this Agreement, the attorney-client privilege, attorney work-the work product protectionprivilege, and the expectation of client confidence attaching as a result of counsel’s (whether external and any other legal privileges or internal) representation of each constituent of Island in connection with the transactions contemplated by this Agreement, including the Merger, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall immunities belong to Seller and its Affiliates and may be controlled by the Stockholder Representative, Seller and not by the Surviving Corporation, following the Closing, and may be waived only by the Stockholder Representative, and not the Surviving Corporation, its Affiliates and shall not pass to or be claimed by the Company or the Surviving Corporation. Absent the consent of the Stockholder Representative or as compelled by legal processBuyer, neither the Company nor the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event the Company or any of their Affiliates or Subsidiaries or be waived by the Surviving Corporation access Covered Materials in violation Buyer, the Company or any of this sentencetheir Affiliates or Subsidiaries. Seller and its Affiliates may assert the attorney-client privilege, such access will not waive the work product privilege, the expectation of client confidence and any other legal privilege or otherwise affect immunity against the rights Buyer, the Company or any of the Stockholder Representative with respect their Affiliates or Subsidiaries to the related privilege or protectionfullest extent permitted by applicable Law. Notwithstanding the foregoing, if in the event that a dispute arises between the Buyer, the Company or the Surviving Corporation, on the one hand, any of their Subsidiaries or Affiliates and a third party (other than (and unaffiliated witha party to this Agreement or any of their respective Affiliates) Island and the Island Subsidiaries, any holder of Island Capital Stock, and the Stockholder Representative, on the other hand, after the Closing, then the Surviving Corporation Company may assert such 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 Covered Materialsthird party; provided, however, provided that neither the Company and the Surviving Corporation nor any of its Affiliates or Subsidiaries may not waive such privilege without the prior written consent of the Stockholder RepresentativeSeller.

Attorney-Client Privilege. Each of Parent, Participating Securityholders and the parties hereto agrees Company agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of each constituent of Island the Company in connection with the transactions contemplated by this Agreement, including the MergerTransactions, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the Stockholder Seller Representative, and not by the Surviving CorporationParent or the Company, following the Closing, and may be waived only by the Stockholder Seller Representative, and not the Surviving CorporationCompany, and shall not pass to or be claimed 68. or used by the Company Parent or the Surviving CorporationCompany. Absent the consent of the Stockholder Representative or as compelled by legal processSeller Representative, neither Parent nor the Company nor the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event Parent or the Company or the Surviving Corporation access accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Stockholder Seller Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between the Company Parent or the Surviving CorporationCompany, on the one hand, and a third party other than (and unaffiliated with) Island the Participating Securityholders and the Island Subsidiaries, any holder of Island Capital Stock, and the Stockholder Seller Representative, on the other hand, after the Closing, then the Surviving Corporation Company may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, howeverfurther, that Parent and the Company and the Surviving Corporation may not waive such privilege without the prior written consent of the Stockholder Seller Representative. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any of the Transaction Documents or the Transactions, (ii) communications among any of the Company Stockholders, the Seller Representative or the Company, on the one hand, and any Person other than Cooley or the Company’s other legal counsel, on the other hand, or (iii) any post-Closing communications between the Company and Cooley and its other legal counsel.

Attorney-Client Privilege. Each of Buyer, the parties hereto agrees Company Stockholders, and the Target Companies agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of each constituent of Island the Company in connection with the transactions contemplated by this Agreement, including the Mergerhereby, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the Stockholder Seller Representative, and not by the Surviving CorporationBuyer, Merger Sub or any Target Company, following the Closing, and may be waived only by the Stockholder Seller Representative, and not the Surviving Corporationany Target Company, and shall not pass to or be claimed or used by the Company Buyer, Merger Sub, or the Surviving CorporationTarget Companies. Absent the consent of the Stockholder Representative or as compelled by legal processSeller Representative, neither the Buyer, nor Merger Sub nor any Target Company nor the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event the Buyer, Merger Sub, or any Target Company or the Surviving Corporation access accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Stockholder Seller Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between the Company Buyer, Merger Sub, or the Surviving Corporationany Target Company, on the one hand, and a third party other than (and unaffiliated with) Island the Company Stockholders and the Island Subsidiaries, any holder of Island Capital Stock, and the Stockholder Representative, Seller Representative on the other hand, after the Closing, then the Surviving Corporation Company may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, howeverfurther, that the Company Buyer and the Surviving Corporation Target Companies may not waive such privilege without the prior written consent of the Stockholder Seller Representative.

Attorney-Client Privilege. Each of the parties hereto agrees Buyer and Seller agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of each constituent of Island the Acquired Company in connection with the transactions contemplated by this Agreement, including the MergerSale, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the Stockholder RepresentativeSeller, and not by the Surviving CorporationAcquired Company, following the Closing, and may be waived only by the Stockholder RepresentativeSeller, and not the Surviving CorporationAcquired Company, and shall not pass to or be claimed or used by the Company Buyer or the Surviving CorporationAcquired Company. Absent the consent of the Stockholder Representative or as compelled by legal processSeller, neither the Company Buyer nor the Surviving Corporation Acquired Company shall have a right to access the Covered Materials following the Closing and, in the event the Company Buyer or the Surviving Corporation access Acquired Company accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Stockholder Representative Seller with respect to the related privilege or protection. Notwithstanding the foregoing, if If a dispute arises between the Company Buyer or the Surviving CorporationAcquired Company, on the one hand, and a third party other than (and unaffiliated with) Island and the Island Subsidiaries, any holder of Island Capital Stock, and the Stockholder RepresentativeSeller, on the other hand, after the Closing, then the Surviving Corporation Acquired Company may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, howeverfurther, that the Company Buyer and the Surviving Corporation Acquired Company may not waive such privilege without the prior written consent of the Stockholder RepresentativeSeller.

Attorney-Client Privilege. Each Recognizing that Xxxxxx & Xxxxxxx LLP (“Latham”) has acted as legal counsel to Seller and the Company, and that such law firm intends to act as legal counsel to Seller and its Affiliates (other than the Company) after the consummation of the parties hereto agrees Closing, Buyer agrees, as to all communications among Xxxxxx, the Company and/or Seller or their respective representatives that any (i) relate to the period prior to 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, attorney work-the work product protectionprivilege, and the expectation of client confidence attaching as a result of counsel’s (whether external and any other legal privileges or internal) representation of each constituent of Island in connection with the transactions contemplated by this Agreement, including the Merger, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall immunities belong to Seller and its Affiliates and may be controlled by the Stockholder Representative, Seller and not by the Surviving Corporation, following the Closing, and may be waived only by the Stockholder Representative, and not the Surviving Corporation, its Affiliates and shall not pass to or be claimed by Buyer, the Company or the Surviving Corporation. Absent the consent any of the Stockholder Representative their respective Affiliates or as compelled Subsidiaries or be waived by legal processBuyer, neither the Company nor the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event the Company or any of their respective Affiliates or Subsidiaries. Seller and its Affiliates may assert the Surviving Corporation access Covered Materials in violation attorney-client privilege, the work product privilege, the expectation of this sentenceclient confidence and any other legal privilege or immunity against Buyer, such access will not waive the Company or otherwise affect the rights any of the Stockholder Representative with respect their respective Affiliates or Subsidiaries to the related privilege or protectionfullest extent permitted by applicable Law. Notwithstanding the foregoing, if in the event that a dispute arises between Buyer, the Company or the Surviving Corporation, on the one hand, any of their respective Subsidiaries or Affiliates and a third party (other than (and unaffiliated witha party to this Agreement or any of its Affiliates) Island and the Island Subsidiaries, any holder of Island Capital Stock, and the Stockholder Representative, on the other hand, after the Closing, then the Surviving Corporation Company may assert such 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 Covered Materialsthird party; provided, however, provided that neither the Company and the Surviving Corporation nor any of its Affiliates may not waive such privilege without the prior written consent of the Stockholder RepresentativeSeller.

Attorney-Client Privilege. Each of Buyer and the parties hereto agrees Company agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of each constituent of Island the Company in connection with the transactions contemplated by this Agreement, including the Merger, Merger and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the Stockholder Representative, and not by the Surviving Corporation, following the Closing, and may be waived only by the Stockholder Representative, and not the Surviving Corporation, and shall not pass to or be claimed or used by the Company Buyer or the Surviving Corporation. Absent the consent of the Stockholder Representative (such consent not to be unreasonably withheld, conditioned or as compelled by legal processdelayed), neither the Company Buyer nor the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event the Company Buyer or the Surviving Corporation access accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Stockholder Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between the Company Buyer or the Surviving Corporation, on the one hand, and a third party other than (and unaffiliated with) Island and the Island Subsidiaries, any holder of Island Capital Stock, Stockholders and the Stockholder Representative, on the other hand, after the Closing, then the Surviving Corporation may assert such attorney-client privilege to prevent disclosure to of any such Covered Materials; provided, howeverfurther, that the Company Buyer and the Surviving Corporation may not waive such privilege without the prior written consent of the Stockholder Representative.

Attorney-Client Privilege. Each Buyer acknowledges and agrees, on its own behalf and on behalf of the parties hereto Companies (following the Effective Time), that Seller will be entitled to retain the services of Withered Xxxxx, LLP and/or Xxxxx Xxxxx Xxxxxxxxxxx LLP as his attorneys in the event of any dispute between the Buyer or any of its Affiliates, on the one hand, and the Seller, on the other hand, concerning this Agreement or any of the Transactions, notwithstanding any result of such firm’s prior representation of the Companies or Seller. Buyer also further agrees that any that, as to all communications subject to attorney-client privilegeprivilege among Withered Xxxxx, attorney workLLP and/or Xxxxx Xxxxx Xxxxxxxxxxx LLP and the Seller or the Companies that directly relate to the Transactions, the attorney-product protection, client privilege and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of each constituent of Island in connection with belongs to the transactions contemplated by this Agreement, including the Merger, Seller and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and may be controlled by the Stockholder Representative, and not by the Surviving Corporation, following the Closing, and may be waived only by the Stockholder Representative, and not the Surviving Corporation, Seller and shall not pass to or be claimed by the Company Buyer or the Surviving Corporation. Absent the consent any of the Stockholder Representative or as compelled by legal process, neither the Company nor the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event the Company or the Surviving Corporation access Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Stockholder Representative with respect to the related privilege or protectionits Affiliates. Notwithstanding the foregoing, if in the event that a dispute arises between the Company Buyer (or the Surviving Corporation, on the one hand, any of its Affiliates) and a third party other than (and unaffiliated with) Island and the Island Subsidiaries, any holder of Island Capital Stock, and the Stockholder Representative, on the other hand, a Party after the Closing, then the Surviving Corporation Buyer (or its Affiliate) may assert such the attorney-client privilege to prevent disclosure of confidential communications by Withered Xxxxx, LLP or Xxxxx Xxxxx Xxxxxxxxxxx LLP to such Covered Materialsthird party; provided, however, that neither the Company and the Surviving Corporation Buyer nor any of its Affiliates may not waive such privilege without the prior written consent of the Stockholder RepresentativeSeller (not to be unreasonably withheld, conditions or delayed).

Attorney-Client Privilege. Each It is acknowledged by each of the parties hereto agrees that Xxxxxxx & Xxxx, S.C. (“Counsel”) has represented the Shareholders, the Seller and PPPI in connection with the transactions contemplated by this Agreement. PSI, PPPI, the Seller and the Shareholders agree that any attorney-client privilege, attorney work-product protection, protection and the expectation of client confidence attaching as a result of counselCounsel’s (whether external or internal) representation of each constituent of Island the Shareholders, the Seller or PPPI in connection with the transactions contemplated by this Agreement, including the Merger, and all information information, communications and documents covered by such privilege or protection (the “Covered Materials”)protection, shall belong to and be controlled by the Stockholder Representative, and not by the Surviving Corporation, following the Closing, Shareholders and may be waived only by the Stockholder Seller Representative, and not the Surviving CorporationPPPI, and shall not pass to or be claimed or used by the Company PSI or the Surviving Corporation. Absent the consent of the Stockholder Representative or as compelled by legal process, neither the Company nor the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event the Company or the Surviving Corporation access Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Stockholder Representative with respect to the related privilege or protectionPPPI. Notwithstanding the foregoing, if a neither PSI nor PPPI will be limited or precluded from using or relying on any communication among the Shareholders, the Seller or PPPI and/or their respective Affiliates made in connection with the transactions contemplated by this Agreement in any actions against or involving the Shareholders or the Seller or any of their Affiliates. Furthermore, in the event that any dispute arises between the Company PSI, PPPI or the Surviving Corporation, on the one hand, any of its Subsidiaries and a third party (other than (and unaffiliated witha party to this Agreement or any of such party’s Affiliates) Island and the Island Subsidiaries, any holder of Island Capital Stock, and the Stockholder Representative, on the other hand, after the Closing, then the Surviving Corporation PSI, PPPI and its Subsidiaries may assert such the attorney-client privilege to prevent the disclosure of confidential communications by Counsel to such Covered Materials; provided, however, that the Company and the Surviving Corporation may not waive such privilege without the prior written consent of the Stockholder Representativethird party.

Attorney-Client Privilege. Each of FibroGen and Fortis agree that all communications between Fortis or the parties hereto agrees that any attorney-client privilegeSellers, attorney work-product protectionon the one hand, and Cooley, on the expectation other hand, relating to the negotiation, preparation, execution and delivery of client confidence attaching as a result this Agreement and the consummation of counsel’s (whether external or internal) representation of each constituent of Island in connection with the transactions contemplated by this Agreement, including the Merger, and all information and documents covered by such privilege or protection hereby (the “Covered Materials”), shall belong to and be controlled by the Stockholder Sellers’ Representative, and not by the Surviving Corporation, following the Closing, and may be waived only by the Stockholder Sellers’ Representative, and not the Surviving Corporation, and shall not pass to or be claimed or used by the Company FibroGen or the Surviving Corporation. Absent the consent of the Stockholder Representative or as compelled by legal processSellers’ Representative, neither the Company FibroGen nor the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event the Company FibroGen or the Surviving Corporation access accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Stockholder Sellers’ Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between the Company FibroGen or the Surviving Corporation, on the one hand, and a third party other than (and unaffiliated with) Island the Sellers and the Island Subsidiaries, any holder of Island Capital Stock, and the Stockholder Sellers’ Representative, on the other hand, after the Closing, then the Surviving Corporation may assert such attorney-client privilege to prevent disclosure to such Covered Materials; provided. [*] = Certain confidential information contained in this document, howevermarked by brackets, that has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the Company and the Surviving Corporation may not waive such privilege without the prior written consent of the Stockholder Representative.company if publicly disclosed. 129433662_24