Common use of Attorney-Client Privilege Clause in Contracts

Attorney-Client Privilege. Notwithstanding the Merger, Acquiror and the Company agree that neither the Company nor Acquiror shall have the right to assert the attorney-client privilege as to pre-closing and post-closing communications between the Company Securityholders or the Company (for the Company, only with respect to pre-closing communications), on one hand, and its counsel, the Firm, on the other hand, to the extent that the privileged communications relate to this Agreement or any of the ancillary agreements or to the transactions contemplated hereby and thereby. The parties agree that only the Company Securityholders shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the Closing. The files generated and maintained by the Firm as a result of the Firm’s representation of the Company Securityholders and the Company in connection with this Agreement or any of the ancillary agreements or any of the transactions contemplated hereby or thereby shall be and become the exclusive property of the Company Securityholders and shall be segregated from the Firm’s files related to all other elements of its representation of the Company prior to the Closing (which shall remain the property of the Company). The attorney-client privilege may be waived on behalf of the Company Securityholders only by the Securityholders’ Representative. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any of the ancillary agreements or the transactions contemplated hereby and thereby, (ii) communications between the Company Securityholders or the Company, on the one hand, and any Person other than the Firm, on the other hand, or (iii) any post-closing communications between the Company and the Firm or any other legal counsel.

Attorney-Client Privilege. Notwithstanding the MergerClosing, Acquiror Buyer and the Company agree that neither the Company nor Acquiror Buyer shall have the right to assert the attorney-client privilege as to pre-closing and post-closing communications between the Company Securityholders or the Company (for the Company, only with respect to pre-closing communications)Subsidiaries, on one hand, and its Seller’s and the Company’s legal counsel, the Firmincluding, on the other handfor clarity, DLA Piper LLP (US) and Seller’s internal legal counsel (collectively, “Legal Counsel”), to the extent that the privileged communications relate to this Agreement or any of the ancillary agreements other Transaction Documents or to the transactions contemplated hereby and or thereby. The parties agree that only the Company Securityholders Seller shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the Closing; provided, that Seller shall not waive such attorney/client privilege without consent of Buyer other than to the extent appropriate in connection with the enforcement or defense of its rights or obligations existing under this Agreement and the other Transaction Documents. The files generated and maintained by the Firm Legal Counsel as a result of the FirmLegal Counsel’s representation of Seller, the Company Securityholders and the Company Subsidiaries in connection with this Agreement or any of the ancillary agreements other Transaction Documents or any of the transactions contemplated hereby or thereby shall be and become the exclusive property of Seller. Notwithstanding the foregoing, in the event a dispute arises between Buyer, the Company Securityholders or any Company Subsidiary and shall be segregated from the Firm’s files related to all other elements of its representation of the Company prior to the Closing (which shall remain the property of the Company). The attorney-client privilege may be waived on behalf of the Company Securityholders only by the Securityholders’ Representative. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any of the ancillary agreements or the transactions contemplated hereby and thereby, (ii) communications between the Company Securityholders or the Company, on the one hand, and any a Person other than Seller or its Affiliates after the FirmClosing, on the other hand, or (iii) any post-closing communications between the Company and may assert the Firm or any other legal counselattorney/client privilege to prevent disclosure of confidential communications by Legal Counsel to such Person.

Attorney-Client Privilege. Notwithstanding the Merger, Acquiror (a) Purchaser and the Company Seller agree that neither the Company Seller nor Acquiror Purchaser shall have the right to assert the attorney-client privilege as to pre-closing Closing and post-closing Closing communications between the Company Securityholders Seller or the Company (for the Company, only with respect to pre-closing Closing Date communications), on the one hand, and its counsel, Dentons Durham Xxxxx Xxxxxxx P.C. (the “Firm”), on the other hand, to the extent that the privileged communications relate to this Agreement or any of the ancillary agreements or to the transactions contemplated hereby and therebyhereby. The parties agree that only the Company Securityholders Seller shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the ClosingClosing Date. The files generated and maintained by the Firm as a result of the Firm’s representation of the Company Securityholders and the Company in connection with this Agreement or any of the ancillary agreements or any of the transactions contemplated hereby or thereby shall be and become the exclusive property of the Company Securityholders Seller and shall be segregated from the Firm’s files related to all other elements of its representation of the Company prior to the Closing Date (which shall remain the property of the Company). The attorney-client privilege may be waived on behalf of the Company Securityholders Seller only by the Securityholders’ RepresentativeXxxxxx. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any of the ancillary agreements or the transactions contemplated hereby and therebyhereby, (ii) communications between the Company Securityholders Seller or the Company, on the one hand, and any Person other than the Firm, on the other hand, or (iii) any post-closing Closing Date communications between the Company and the Firm or any other legal counsel.

Attorney-Client Privilege. Notwithstanding the Merger, Acquiror and the Company agree that neither the Company nor Acquiror shall have the right to assert the attorney-client privilege as to pre-closing and post-closing communications between the Company Securityholders or the Company (for the Company, only with respect to pre-closing Closing communications), on one hand, and its counsel, the Firm, on the other hand, to the extent that the privileged communications relate to this Agreement or any of the ancillary agreements or to the transactions contemplated hereby and therebyhereby. The parties agree that only the Company Securityholders shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the Closing. The files generated and maintained by the Firm as a result of the Firm’s representation of the Company Securityholders and the Company in connection with this Agreement or any of the ancillary agreements or any of the transactions contemplated hereby or thereby shall be and become the exclusive property of the Company Securityholders and shall be segregated from the Firm’s files related to all other elements of its representation of the Company prior to the Closing (which shall remain the property of the Company). The attorney-client privilege may be waived on behalf of the Company Securityholders only by the Securityholders’ Representative. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any of the ancillary agreements or the transactions contemplated hereby and therebyhereby, (ii) communications between the Company Securityholders or the Company, on the one hand, and any Person other than the Firm, on the other hand, or (iii) any post-closing Closing communications between the Company and the Firm or any other legal counsel.

Attorney-Client Privilege. The Purchaser and the Companies understand and agree that any of the signatories to any of the Sellers Agreements will be entitled to retain the services of Xxxxxxxx & Xxxxxxxx LLP (“Xxxxxxxx”) as its attorneys in the event of any dispute between the Purchaser or the Companies and any of the signatories to any of the Sellers Agreements concerning any of the Sellers Agreements or the Transaction, notwithstanding Morrison’s prior representation of the Companies. Notwithstanding the Merger, Acquiror sale of the Company Units and the Company Purchased Assets to the Purchaser, the Purchaser and the Companies agree that neither Companies nor the Company nor Acquiror Purchaser shall have the right to assert the attorney-/client privilege as to pre-closing and post-closing communications between any of the Company Securityholders Sellers Agreements or the Company Companies (for the CompanyCompanies, only with respect to pre-closing communications), on one hand, and its counsel, the FirmXxxxxxxx, on the other hand, to the extent that the privileged communications relate in substantial part to this Agreement or any of the ancillary agreements Sellers Agreements or to the transactions contemplated hereby and therebyTransaction. The parties Parties agree that only the Company Securityholders signatories to any of the Sellers Agreement and each of them shall be entitled to assert or waive such attorney-/client privilege in connection with such communications following the Closing. The Such privileged portions of the files generated and maintained by Xxxxxxxx in connection with the Firm representation by Xxxxxxxx of any of the signatories to any of the Sellers Agreement with respect to any of the Sellers Agreements or the Transaction shall remain the exclusive property of the signatories to any of the Sellers Agreements. All other files generated and maintained by Xxxxxxxx as a result of the Firm’s representation by Xxxxxxxx of the Company Securityholders and the Company in connection with this Agreement or Companies on any of the ancillary agreements or any of the transactions contemplated hereby or thereby shall be and become other matter (if any), remain the exclusive property of the Company Securityholders Companies and shall be segregated from the Firm’s files related to all other elements of its representation of the Company prior promptly delivered to the Closing (which shall remain Purchaser immediately upon request at any time after the property of the Company). The attorney-client privilege may be waived on behalf of the Company Securityholders only by the Securityholders’ Representative. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any of the ancillary agreements or the transactions contemplated hereby and thereby, (ii) communications between the Company Securityholders or the Company, on the one hand, and any Person other than the Firm, on the other hand, or (iii) any post-closing communications between the Company and the Firm or any other legal counselClosing.

Attorney-Client Privilege. Notwithstanding the Merger, Acquiror The Purchaser and the Company agree that neither the Company nor Acquiror the Purchaser shall have the right to assert the attorney-client privilege as to pre-closing Closing and post-closing Closing communications between the Company Securityholders Sellers or the Company (for the Company, only with respect to pre-closing Closing Date communications), on the one hand, and its counsel, the Firm, on the other hand, to the extent that the privileged communications relate solely to this Agreement or any of the ancillary agreements or to the transactions contemplated hereby and therebyhereby. The parties agree that only the Company Securityholders Sellers’ Representative, acting on behalf of the Sellers, shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the ClosingClosing Date. The files generated and maintained by the Firm as a result of the Firm’s representation of the Company Securityholders and the Company in connection solely with respect to with this Agreement or any of the ancillary agreements or any of the transactions contemplated hereby or thereby shall be and become the exclusive property of the Company Securityholders Sellers and shall be segregated from the Firm’s files related to all other elements of its representation of the Company prior to the Closing Date (which shall remain the property of the Company). The attorney-client privilege may be waived on behalf of the Company Securityholders Sellers only by the SecurityholdersSellers’ Representative. The foregoing shall not extend to (ia) any communication unrelated to this Agreement, any of the ancillary agreements or the transactions contemplated hereby and therebyhereby, (iib) communications between the Company Securityholders Sellers or the Company, on the one hand, and any Person other than the Firm, on the other handhand regardless of whether the Firm was provided a copy, or (iiic) any post-closing Closing Date communications between the Company and the Firm or any other legal counsel.

Attorney-Client Privilege. Notwithstanding the Merger, Acquiror and the Company agree that neither the Company nor Acquiror shall have the right to assert the attorney-client privilege as to pre-closing Closing and post-closing Closing communications between the Company Securityholders Indemnifying Parties or the Company (for the Company, only with respect to pre-closing Closing communications), on one hand, and its counsel, the Firm, on the other hand, solely to the extent that the privileged communications relate to the negotiation, preparation, execution and delivery of this Agreement or any of the ancillary agreements or to the transactions contemplated hereby and therebyagreements. The parties agree that only the Indemnifying Parties’ Agent, on behalf of the Company Securityholders Indemnifying Parties, shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the Closing. The files generated and maintained by counsel to the Firm Company as a result of the Firm’s its representation of the Company Securityholders and the Company in connection with the negotiation, preparation, execution and delivery of this Agreement or any of the ancillary agreements or any of the transactions contemplated hereby or thereby shall be and become the exclusive property of the Indemnifying Parties’ Agent, on behalf of the Company Securityholders Indemnifying Parties, and shall be segregated from the Firm’s other legal files related to all other elements of its representation of the Company prior to the Closing (which shall remain become the property of the CompanySurviving Corporation upon consummation of the Closing). The attorney-client privilege may be waived on behalf of the Company Securityholders Indemnifying Parties only by the SecurityholdersIndemnifying Parties’ RepresentativeAgent. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any All communications other than those described above as exclusively the property of the ancillary agreements or the transactions contemplated hereby and therebyIndemnifying Parties’ Agent, (ii) communications between on behalf of the Company Securityholders or Indemnifying Parties, shall pass to the Company, on the one hand, and any Person other than the Firm, on the other hand, or (iii) any post-closing communications between the Company and the Firm or any other legal counselSurviving Corporation.

Attorney-Client Privilege. Notwithstanding the Merger, Acquiror Parent and the Company agree that neither the Company nor Acquiror Parent shall have the right to assert the attorney-client privilege as to pre-closing and post-closing communications between the Company Securityholders or the Company (for the Company, only with respect to pre-closing Closing communications), on one hand, and its counsel, the Firm, on the other hand, to the extent that the privileged communications relate to this Agreement or any of the ancillary agreements Ancillary Agreements or to the transactions contemplated hereby and or thereby. The parties agree that only the Company Securityholders shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the Closing. The files generated and maintained by the Firm as a result of the Firm’s representation of the Company Securityholders and the Company in connection with this Agreement or any of the ancillary agreements Ancillary Agreements or any of the transactions contemplated hereby or thereby shall be and become the exclusive property of the Company Securityholders and shall be segregated from the Firm’s files related to all other elements of its representation of the Company prior to the Closing (which shall remain the property of the Company). The attorney-client privilege may be waived on behalf of the Company Securityholders only by the Securityholders’ Representative. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any of the ancillary agreements Ancillary Agreements or the transactions contemplated hereby and or thereby, (ii) communications between the Company Securityholders or the Company, on the one hand, and any Person other than the Firm, on the other hand, or (iii) any post-closing Closing communications between the Company and the Firm or any other legal counsel.

Attorney-Client Privilege. Notwithstanding the MergerClosing, Acquiror Purchaser and the Company agree that neither the Company nor Acquiror Purchaser shall have the right to assert the attorney-client privilege as to pre-closing and post-closing communications between the Company Securityholders Stockholders or the Company (for the Company, only with respect to pre-closing Closing communications), on one hand, and its counsel, the Firm[***], on the other hand, to the extent that the privileged communications relate to this Agreement or any of the ancillary agreements or to the transactions contemplated hereby and therebyhereby. The parties agree that only the Company Securityholders Stockholders shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the Closing. The files generated and maintained by the Firm [***] as a result of the Firm’s [***] representation of the Company Securityholders and the Company in connection with this Agreement or any of the ancillary agreements or any of the transactions contemplated hereby or thereby shall be and become the exclusive property of the Company Securityholders Stockholders and shall be segregated from the Firm’s [***] files related to all other elements of its representation of the Company prior to the Closing (which shall remain the property of the Company). The attorney-client privilege may be waived on behalf of the Company Securityholders Stockholders only by the SecurityholdersStockholders’ Representative. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any of the ancillary agreements or the transactions contemplated hereby and or thereby, (ii) communications between the Company Securityholders Stockholders or the Company, on the one hand, and any Person other than the Firm[***], on the other hand, or (iii) any post-closing Closing communications between the Company and the Firm [***] or any other legal counsel.

Attorney-Client Privilege. Notwithstanding the Merger, Acquiror Parent and the Company agree that neither the Company nor Acquiror Parent shall have the right to assert the attorney-client privilege as to pre-closing Closing and post-closing Closing communications between the Company Securityholders Equityholders or the Company (for the Company, only with respect to pre-closing Closing communications), on the one hand, and its counsel, the Firm, on the other hand, to the extent that the privileged communications relate to this Agreement or any of the ancillary agreements or to the transactions contemplated hereby and or thereby. The parties agree that only the Company Securityholders Equityholders shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the Closing. The files generated and maintained by the Firm as a result of the Firm’s representation of the Company Securityholders and the Company in connection with this Agreement or any of the ancillary agreements or any of the transactions 66 contemplated hereby or thereby shall be and become the exclusive property of the Company Securityholders Equityholders and shall be segregated from the Firm’s files related to all other elements of its representation of the Company prior to the Closing (which shall remain the property of the Company). The attorney-client privilege may be waived on behalf of the Company Securityholders Equityholders only by the Securityholders’ Representative. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any of the ancillary agreements or the transactions contemplated hereby and or thereby, (ii) communications between the Company Securityholders Equityholders or the Company, on the one hand, and any Person other than the Firm, on the other hand, or (iii) any post-closing Closing communications between the Company and the Firm or any other legal counsel.