Common use of Concerning Counsel Clause in Contracts

Concerning Counsel. (a) Each of Sidley Austin LLP and Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP (collectively, “Counsel”) has acted as counsel for Seller and the Acquired Companies (collectively, the “Clients”) for various matters before the Closing, including in connection with this Agreement and the transactions contemplated hereby (collectively, the “Pre-Closing Engagements”), and in that connection not as counsel for any other Person, including Buyer or its Affiliates. Only the Clients shall be considered clients of Counsel for purposes of the Pre-Closing Engagements. From and after the Closing, any and all communications between the Clients and Counsel made in the course of or relating to the Pre-Closing Engagements shall be deemed to be attorney-client confidences that belong solely to Seller and not to the Acquired Companies. Buyer and its Affiliates (including, after the Closing, the Acquired Companies) shall not have access to any such communications, or to the files of Counsel relating to the Pre-Closing Engagements. Without limiting the generality of the foregoing, notwithstanding that the Acquired Companies were or are clients in the Pre-Closing Engagements, from and after the Closing, (i) Seller shall be the sole holder of the attorney-client privilege with respect to the Pre-Closing Engagements, and none of Buyer, the Acquired Companies or any of their respective Affiliates shall be a holder thereof, (ii) to the extent that files of Counsel in respect of the Pre-Closing Engagements would constitute property of the Clients (including Seller and the Acquired Companies), only Seller shall hold such property rights, and (iii) Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Buyer, Acquired Companies or any of their respective Affiliates by reason of any attorney-client relationship between Counsel and the Acquired Companies or otherwise.

Concerning Counsel. (a) Each of Sidley Austin LLP and Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP (collectively, “Counsel”) has acted as counsel for Seller Sellers and the Acquired Companies Company (collectively, the “Clients”) for various matters before the Closing, including in connection with this Agreement and the transactions contemplated hereby Transaction (collectively, the “Pre-Closing EngagementsTransaction Engagement”), and in that connection regard not as counsel for any other Person, including Buyer the Buyers or its their Affiliates. Only the Clients shall be considered clients of Counsel for purposes of the Pre-Closing EngagementsTransaction Engagement. From and after the Closing, any and all communications between the Clients and Counsel made in the course of or relating to the Pre-Closing Engagements Transaction Engagement shall be deemed to be attorney-client confidences that belong solely to Seller Sellers and not to the Acquired CompaniesCompany. Buyer The Buyers and its their Affiliates (including, after the Closing, the Acquired CompaniesCompany) shall not have access to any such communications, or to the files of Counsel relating to the Pre-Closing EngagementsTransaction Engagement. Without limiting the generality of the foregoing, notwithstanding that the Acquired Companies were or are clients in the Pre-Closing Engagements, from and after the Closing, (i) Seller Sellers shall be the sole holder holders of the attorney-client privilege with respect to the Pre-Closing EngagementsTransaction Engagement, and none of Buyerthe Buyers, the Acquired Companies Company or any of their respective Affiliates shall be a holder thereof, provided, that, the Sellers agree to reasonably preserve and protect all documents, materials and information protected by such attorney-client privilege and shall not waive or otherwise disclose any such documents, materials and information unless and only to the extent required by Law, (ii) to the extent that files of Counsel in respect of the Pre-Closing Engagements Transaction Engagement would constitute property of the Clients (including Seller Sellers and the Acquired CompaniesCompany), only Seller Sellers shall hold such property rights, and (iii) Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Buyerthe Buyers, Acquired Companies the Company or any of their respective Affiliates by reason of any attorney-client relationship between Counsel and the Acquired Companies Company or otherwise.

Concerning Counsel. (a) Each of Recognizing that Sidley Austin LLP and Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP (collectively, “Counsel”) has acted as legal counsel for to Seller and the Acquired Companies (collectively, the “Clients”) for various matters before the prior to Closing, including in connection with this Agreement and the transactions contemplated hereby (collectively, the “Pre-Closing Engagements”), and in that connection not as counsel for any other Person, including Buyer or its Affiliates. Only , only the Clients shall be considered clients of Counsel for purposes of the Pre-Closing Engagements. From If Seller or its applicable Affiliate so desires, and without the need for any consent or waiver by Buyer or the Acquired Companies, Counsel shall be permitted to represent Seller after the ClosingClosing in connection with any matter, including anything related to the transactions contemplated hereby or any and all communications between the Clients and Counsel made disagreement or dispute in the course of connection therewith or any other matter relating to the a Pre-Closing Engagements shall be deemed to be attorney-client confidences that belong solely to Seller and not to the Acquired Companies. Buyer and its Affiliates (including, after the Closing, the Acquired Companies) shall not have access to any such communications, or to the files of Counsel relating to the Pre-Closing EngagementsEngagement. Without limiting the generality of the foregoing, notwithstanding that the Acquired Companies were or are clients in the Pre-Closing Engagements, from and after the Closing, (i) Seller Counsel shall be the sole holder permitted to represent Seller and any of the attorney-client privilege its Affiliates or Representatives, in connection with respect to the Pre-Closing Engagementsany negotiation, and none of transaction or Dispute with Buyer, the Acquired Companies or any of their respective Affiliates shall be a holder thereof, (ii) or Representatives relating to the extent that files of Counsel in respect of the any Pre-Closing Engagements would constitute property Engagements, including indemnification claims or any other matter related to this Agreement, any other Transaction Agreement or the transactions contemplated hereby or thereby. Buyer, on behalf of the Clients (itself and its Affiliates, including Seller and the Acquired Companies), only hereby consents to the disclosure to Seller shall hold and its Affiliates and Representatives by Counsel of any information learned by Counsel in the course of its representation of the Clients, whether or not such property rights, and (iii) Counsel shall have no duty whatsoever information is subject to reveal or disclose any such the attorney-client communications privilege or files to Buyer, Acquired Companies Counsel’s duty of confidentiality and whether such disclosure is made before or any of their respective Affiliates by reason of any attorney-client relationship between Counsel and after the Acquired Companies or otherwiseClosing.

Concerning Counsel. (a) Each of Recognizing that Sidley Austin LLP and Sheppard, Mullin, Xxxxxxx Potter Axxxxxxx & Xxxxxxx Cxxxxxx LLP (collectively, “Counsel”) has have acted as legal counsel for to Seller and the Acquired Companies (collectively, the “Clients”) for various matters before the prior to Closing, including in connection with this Agreement and the transactions contemplated hereby (collectively, the “Pre-Closing Engagements”), and in that connection not as counsel for any other Person, including Buyer or its Affiliates. Only , only the Clients shall be considered clients of Counsel for purposes of the Pre-Closing Engagements. From If Seller or its applicable Affiliate so desires, and without the need for any consent or waiver by Buyer or the Acquired Companies, Counsel shall be permitted to represent Seller after the ClosingClosing in connection with any matter, including anything related to the transactions contemplated hereby or any and all communications between the Clients and Counsel made disagreement or dispute in the course of connection therewith or any other matter relating to the a Pre-Closing Engagements shall be deemed to be attorney-client confidences that belong solely to Seller and not to the Acquired Companies. Buyer and its Affiliates (including, after the Closing, the Acquired Companies) shall not have access to any such communications, or to the files of Counsel relating to the Pre-Closing EngagementsEngagement. Without limiting the generality of the foregoing, notwithstanding that the Acquired Companies were or are clients in the Pre-Closing Engagements, from and after the Closing, (i) Seller Counsel shall be the sole holder permitted to represent Seller and any of the attorney-client privilege its Affiliates or Representatives, in connection with respect to the Pre-Closing Engagementsany negotiation, and none of transaction or dispute (where “dispute” includes litigation, arbitration or other adversarial proceedings) with Buyer, the Acquired Companies or any of their respective Affiliates shall be a holder thereof, (ii) or Representatives relating to the extent that files of Counsel in respect of the any Pre-Closing Engagements would constitute property Engagements, including indemnification claims or any other matter related to this Agreement, any other Transaction Agreement or the transactions contemplated hereby or thereby. Buyer, on behalf of itself and its Affiliates, including the Acquired Companies after the Closing, hereby consents to the disclosure to Seller and its Affiliates and Representatives by Counsel of any information learned by Counsel in the course of its representation of the Clients (including Seller and Clients, whether or not such information is subject to the Acquired Companies), only Seller shall hold such property rights, and (iii) Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications privilege or files to Buyer, Acquired Companies Counsel’s duty of confidentiality and whether such disclosure is made before or any of their respective Affiliates by reason of any attorney-client relationship between Counsel and after the Acquired Companies or otherwiseClosing.

Concerning Counsel. (a) Each of Sidley Austin LLP and Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP (collectively, “Counsel”) has acted been engaged by Seller to represent Seller and its Subsidiaries, including the Company, in connection with the transactions contemplated hereby. Buyer (on its behalf and on behalf of its Affiliates) hereby (i) agrees that, in the event that a dispute arises after the Closing between Buyer and/or any of its Affiliates, on the one hand, and Seller and/or any of its Affiliates, on the other hand, Counsel may represent Seller and/or any of its Affiliates in such dispute even though the interests of Seller and/or any of its Affiliates may be directly adverse to Buyer and its Affiliates and even though Counsel may have represented the Buyer Affiliates (prior to Closing) in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or Polycom Companies and (ii) waives any conflict in connection therewith. Buyer (on its behalf and on behalf of its Affiliates) further agrees that, notwithstanding anything in this Agreement to the contrary, as counsel for to all communications among Counsel, Seller and the Acquired Polycom Companies (collectivelyincluding any of their respective directors, officers, employees or other Representatives) (the “ClientsDesignated Persons”) for various matters before to the Closing, including in connection with extent relating to this Agreement and or the transactions contemplated hereby (collectively, the “Pre-Closing Engagements”), and in that connection not as counsel for any other Person, including Buyer or its Affiliates. Only the Clients shall be considered clients of Counsel for purposes of the Pre-Closing Engagements. From and after the Closing, any and all communications between the Clients and Counsel made in the course of or relating are subject to the Pre-Closing Engagements shall be deemed to be attorney-client confidences that belong solely to Seller and not to the Acquired Companies. Buyer and its Affiliates (including, after the Closing, the Acquired Companies) shall not have access to any such communications, or to the files of Counsel relating to the Pre-Closing Engagements. Without limiting the generality of the foregoing, notwithstanding that the Acquired Companies were or are clients in the Pre-Closing Engagements, from and after the Closing, (i) Seller shall be the sole holder of the attorney-client privilege with respect to the Pre-Closing Engagementsprivilege, and none the expectation of client confidence belongs to Seller and shall be controlled by Seller and shall not pass to or be claimed by Buyer, the Acquired Polycom Companies or any of their Affiliates; provided, that the foregoing shall not extend to any communication not involving this Agreement or the transactions contemplated hereby, or to communications with any Person other than the Designated Persons and their advisors. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, the Polycom Companies or any of their respective Affiliates shall and a third party other than a party to this Agreement after the Closing, Buyer may assert (or cause to be a holder thereofasserted) the attorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, (ii) however, that to the extent that files such dispute relates to this Agreement or the transactions contemplated hereby, Buyer may not waive (or permit the waiver of) such privilege without the prior written consent of Counsel in respect of the Pre-Closing Engagements would constitute property of the Clients Seller (including Seller and the Acquired Companiesnot to be unreasonably withheld, conditioned or delayed), only Seller shall hold such property rights, and (iii) Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Buyer, Acquired Companies or any of their respective Affiliates by reason of any attorney-client relationship between Counsel and the Acquired Companies or otherwise.

Concerning Counsel. (a) Each of Sidley Austin LLP and Sheppard, Mullin, Xxxxxxx Xxxxxxxxx & Xxxxxxx LLP (collectivelytogether, “Counsel”) has have acted as counsel for the Seller and the Acquired Companies PEL (collectively, the “Clients”) for various matters before the Closing, including in connection with this Agreement and the consummation of the transactions contemplated hereby (collectively, the “Pre-Closing EngagementsEngagement”), and in that connection such matters not as counsel for any other Person, including Buyer Purchasers or its Affiliatestheir respective affiliates. Only the Clients shall be considered clients of Counsel for purposes of the Pre-Closing EngagementsEngagement. From and after the Closing, any and all communications between any of the Clients and Counsel made in the course of or relating to the Pre-Closing Engagements Engagement shall be deemed to be attorney-client confidences that belong solely to the Seller and PEL and not to the Acquired Operating Companies. Buyer Purchasers and its Affiliates their respective affiliates (including, after the Closing, the Acquired Operating Companies) shall not have access to any such communications, or to the files of Counsel relating to the Pre-Closing EngagementsEngagement. Without limiting the generality of the foregoing, notwithstanding that the Acquired Companies were or are clients in the Pre-Closing Engagements, from and after the Closing, (i) the Seller and PEL shall be the sole holder holders of the attorney-client privilege with respect to the Pre-Closing EngagementsEngagement, and none of Buyerthe Purchasers, the Acquired Operating Companies or any of their respective Affiliates affiliates shall be a holder thereof, (ii) to the extent that files of Counsel in respect of the Pre-Closing Engagements Engagement would constitute property of the Clients (including Operating Companies, only the Seller and the Acquired Companies), only Seller PEL shall hold such property rights, and (iii) Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Buyerthe Purchasers, Acquired the Operating Companies or any of their respective Affiliates affiliates by reason of any attorney-client relationship between Counsel and the Acquired Companies Engagement or otherwise.