Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. It is acknowledged by each of the parties hereto that Gibco and AB have retained Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“STB”), Darrois Villey Maillot Brochier AARPI (“Darrois”), Xxxxxxxx Kraft & Xxxx Ltd. and Xxxxxxxx Chance LLP (collectively, “Existing Counsel”) to act as counsel in connection with the transactions contemplated hereby and otherwise. All of the parties hereto recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto agree that such community of interest should continue to be recognized after each respective date thereof. To the extent that any material subject to the attorney-client privilege, or any other applicable legal privilege, as regards Gibco or the AB Group, has been shared between them, whether prior to or after the date hereof, it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilege. Specifically, the parties hereto agree that (a) the Company shall not, and from and after the Second Step Closing shall cause AB not to, seek to have any Existing Counsel disqualified from representing Gibco or AB or any member of the AB Group in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any of the transactions contemplated hereunder in whole or in part and (b) in connection with any dispute that may arise, prior to the Second Step Closing, between Gibco or AB or any member of the AB Group, on the one hand, and Walgreens, on the other hand or, from and after the Second Step Closing, Walgreens or AB or any member of the AB Group on the one hand, and Gibco, on the other hand, Gibco and its Affiliates involved in such dispute (and not AB or any member of the AB Group) will have the sole and exclusive right to decide whether or not to waive any attorney-client or other applicable privilege that may apply to any communications between Gibco, AB or any other member of the AB Group and any Existing Counsel that occurred on or prior to the Second Step Closing. The remainder of this page left intentionally blank.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that Gibco Seller and AB the Companies have retained Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“STB”)Wachtell, Darrois Villey Maillot Brochier AARPI (“Darrois”)Lipton, Xxxxxxxx Kraft Xxxxx & Xxxx Ltd. and Xxxxxxxx Chance LLP Xxxxxx Xxxxxx PLLC (collectivelytogether, the “Existing Counsel”) to act as counsel in connection with the transactions contemplated hereby and otherwise. All with respect to other matters occurring prior to or after the date of the parties hereto recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto agree that such community of interest should continue to be recognized after each respective date thereofOriginal Agreement. To the extent that any material subject to the attorney-client privilege, privilege or any other applicable legal privilege, as regards Gibco or the AB GroupCompanies, has been shared between them, whether prior to or after the date hereofof the Original Agreement, it is the parties’ desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilege. Specifically, the parties hereto agree that (a) the Company Parent and Purchaser shall not, and from and after the Second Step Closing shall cause AB not tothe Companies to not, seek to have any Existing Counsel disqualified from representing Gibco Seller or AB or any member of (prior to the AB Group Closing only) the Companies in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any of the transactions contemplated hereunder in whole or in part part, and (b) in connection with any dispute that may arise, prior to the Second Step Closing, between Gibco or AB Seller or any member of the AB GroupCompanies, on the one hand, and WalgreensParent or Purchaser, on the other hand hand, or, from and after the Second Step Closing, Walgreens Parent, Purchaser or AB or any member of the AB Group Companies, on the one hand, and GibcoSeller, on the other hand, Gibco and its Affiliates involved in such dispute Seller (and not AB or any member of the AB GroupCompanies) will have the sole and exclusive right to decide whether or not to waive any attorney-client or other applicable privilege that may apply to any communications between Gibco, AB Seller or any other member of the AB Group Companies and any Existing Counsel that occurred on or prior to the Second Step Closing. The remainder Except with respect to any existing or pending litigation or administrative proceedings, or any internal investigations relating to circumstances that could result in either of this the foregoing, for which the parties shall cooperate in good faith to share attorney-client privilege, upon and after the Closing, (i) Seller and its Affiliates (and not the Companies) shall be the sole holders of the attorney-client and any other applicable legal privilege with respect to the engagement of Existing Counsel, and none of the Companies shall be a holder thereof, (ii) to the extent that files of Existing Counsel constitute property of the client, only Seller and its Affiliates (and not the Companies) shall hold such property rights, and (iii) Existing Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the Companies by reason of any attorney-client relationship between Existing Counsel and any of the Companies or otherwise. [Remainder of page intentionally left intentionally blank.]

Conflicts and Privilege. It is acknowledged Buyer agrees that, notwithstanding any current or prior representation of Intermediate LLC, the Company and the Subsidiaries by each of the parties hereto that Gibco and AB have retained Xxxxxxx Xxxxxxx & Xxxxxx Xxxxxxxx LLP (“STBPepper”), Darrois Villey Maillot Brochier AARPI Pepper shall be allowed to represent Seller or any of its Affiliates in any matters and disputes (“Darrois”or any other matter), Xxxxxxxx Kraft & Xxxx Ltd. including in any matter or dispute adverse to Buyer, Intermediate LLC, the Company or any Subsidiary that relates to this Agreement and Xxxxxxxx Chance LLP (collectively, “Existing Counsel”) to act as counsel in connection with the transactions contemplated hereby (a “Dispute”) and otherwise. All of the parties hereto recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto agree that such community of interest should continue to be recognized after each respective date thereof. To the extent that any material subject to the attorney-client privilege, or any other applicable legal privilege, as regards Gibco or the AB Group, has been shared between them, whether prior to or after the date hereof, it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilege. Specifically, the parties hereto agree that Buyer hereby (a) the Company shall not, and waives any claim it has or may have that Pepper has a conflict of interest or is otherwise prohibited from and after the Second Step Closing shall cause AB not to, seek to have any Existing Counsel disqualified from representing Gibco or AB or any member of the AB Group engaging in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any of the transactions contemplated hereunder in whole or in part such representation and (b) agrees that, in connection with any dispute the event that may arisea Dispute arises after the Closing between Buyer, prior to Intermediate LLC, the Second Step Closing, between Gibco or AB Company or any member Subsidiary and Seller or any of its Affiliates, Pepper may represent Seller or any of its Affiliates in such Dispute even though the AB Groupinterests of Seller or its Affiliate may be directly adverse to Buyer, Intermediate LLC, the Company or the Subsidiaries and even though Pepper may have represented Intermediate LLC, the Company or the Subsidiaries in a matter substantially related to such Dispute, or may be handling ongoing matters for the Company or the Subsidiaries; provided, however, that that no such representation shall be a waiver of any attorney-client privilege between Intermediate LLC, the Company or any of its Subsidiaries, on the one hand, and Walgreens, on the other hand or, from and after the Second Step Closing, Walgreens or AB or any member of the AB Group on the one hand, and GibcoPepper, on the other hand, Gibco and Seller shall cause Pepper acting as its Affiliates involved counsel to not take any actions or engage in any representation that would affect or be deemed to be such dispute a waiver. Following the Closing, Buyer agrees that it will not (and not AB i) request from Pepper or Seller or (ii) use or intentionally access any of the communications among Pepper, Intermediate LLC, the Company or any member Subsidiary, and/or Seller relating to the transactions contemplated hereby (the “Communications”) in connection with any Dispute or potential Dispute; provided, however, that nothing contained herein shall prevent Buyer from requesting, using or accessing any Communications in connection with document production requests or discovery in any Legal Proceeding so long as such Communications would not be subject to an attorney-client privilege if they were being requested in a Legal Proceeding by an unrelated third party and such Communications are produced or required to be produced in response to such document production requests or discovery. Following the Closing, Seller shall be permitted to use the Communications in connection with the defense of any Dispute with Buyer, Intermediate LLC, the AB Group) will have Company or any of its Subsidiaries; provided, that such use does not waive any applicable privileges or protections that can or may be asserted to prevent disclosure of any Communications to any third party. For the sole avoidance of doubt, nothing in this Section 12.13 or in this Agreement shall be deemed to be a waiver of any applicable privileges or protections that can or may be asserted to prevent disclosure of any Communications to any third party, and exclusive right Seller shall not take any action, or cause Pepper to decide whether or not take any action, that would reasonably be expected to waive any attorney-client such privilege or other applicable privilege that may apply protection as to any communications between Gibco, AB or any other member of the AB Group and any Existing Counsel that occurred on or prior to the Second Step Closing. The remainder of this page left intentionally blankthird party.

Conflicts and Privilege. It is acknowledged by each (a) The Buyer agrees that, notwithstanding any current or prior representation of the parties hereto that Gibco Company and AB have retained Xxxxxxx Xxxxxxx its Subsidiaries by Xxxxxx, Xxxxx & Xxxxxxxx Bockius LLP and Xxxxx & Xxxxxx L.L.P. (together, the “STBFirms” and, each, a “Firm”), Darrois Villey Maillot Brochier AARPI each Firm shall be allowed to represent the Seller or any of its Affiliates in any matters and disputes (“Darrois”), Xxxxxxxx Kraft & Xxxx Ltd. and Xxxxxxxx Chance LLP (collectively, “Existing Counsel”) to act as counsel in connection with the transactions contemplated hereby and otherwise. All of the parties hereto recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto agree that such community of interest should continue to be recognized after each respective date thereof. To the extent that any material subject to the attorney-client privilege, or any other applicable legal privilegematter), as regards Gibco or the AB Group, has been shared between them, whether prior to or after the date hereof, it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish including in any way such material’s continued protection under attorney-client matter or dispute adverse to the Buyer, the Company or any other applicable legal privilege. Specifically, the parties hereto agree Subsidiary that (a) the Company shall not, and from and after the Second Step Closing shall cause AB not to, seek to have any Existing Counsel disqualified from representing Gibco or AB or any member of the AB Group in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related relates to this Agreement and the Transactions (a “Dispute”). The Buyer hereby (i) waives any claim it has or may have that such Firm has a conflict of interest or is otherwise prohibited from engaging in any such representation; (ii) agrees that, in the event that a Dispute arises after the Closing between the Buyer, the Company or any of the transactions contemplated hereunder in whole or in part and (b) in connection with any dispute that may arise, prior to the Second Step Closing, between Gibco or AB or any member of the AB GroupSubsidiary, on the one hand, and WalgreensSeller or any of its Affiliates, on the other hand orhand, from and after the Second Step Closing, Walgreens or AB such Firm may represent Seller or any member of its Affiliates in such Dispute even though the AB Group interests of Seller or its Affiliate may be directly adverse to the Buyer, the Company or the Subsidiaries and even though such Firm may have represented the Company or the Subsidiaries in a matter substantially related to such Dispute, or may be handling ongoing matters for the Company or the Subsidiaries; provided, however, 70 ACTIVE 218042945 that no such representation shall constitute a waiver of any attorney-client privilege between the Company or any of its Subsidiaries, on the one hand, and Gibcoeither Firm, on the other hand, Gibco and the Seller shall cause either Firm, as applicable, acting as its Affiliates involved counsel to not take any actions or engage in any representation that would affect or be deemed to be such dispute a waiver, it being understood that the determination of whether such a waiver has occurred (and not AB or any member of the AB Groupis reasonably likely to occur) will have the sole and exclusive right to decide whether or not to waive any attorney-client or other applicable privilege that may apply to any communications between Gibco, AB or any other member of the AB Group and any Existing Counsel that occurred on or prior be subject to the Second Step Closing. The remainder of Seller’s reasonable determination and nothing in this page left intentionally blankSection 12.13 shall be construed to prevent the Seller from taking any action with respect to which the Seller has reasonably determined that no such waiver will, or is reasonably likely to, occur as a result thereof.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that Gibco Seller and AB the Companies have retained Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“STB”)Wachtell, Darrois Villey Maillot Brochier AARPI (“Darrois”)Lipton, Xxxxxxxx Kraft Xxxxx & Xxxx Ltd. and Xxxxxxxx Chance LLP Xxxxxx Xxxxxx PLLC (collectivelytogether, the “Existing Counsel”) to act as counsel in connection with the transactions contemplated hereby and otherwise. All of with respect to other matters occurring prior to or after the parties hereto recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto agree that such community of interest should continue to be recognized after each respective date thereofhereof. To the extent that any material subject to the attorney-client privilege, privilege or any other applicable legal privilege, as regards Gibco or the AB GroupCompanies, has been shared between them, whether prior to or after the date hereof, it is the parties’ desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilege. Specifically, the parties hereto agree that (a) the Company Parent and Purchaser shall not, and from and after the Second Step Closing shall cause AB not tothe Companies to not, seek to have any Existing Counsel disqualified from representing Gibco Seller or AB or any member of (prior to the AB Group Closing only) the Companies in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any of the transactions contemplated hereunder in whole or in part part, and (b) in connection with any dispute that may arise, prior to the Second Step Closing, between Gibco or AB Seller or any member of the AB GroupCompanies, on the one hand, and WalgreensParent or Purchaser, on the other hand hand, or, from and after the Second Step Closing, Walgreens Parent, Purchaser or AB or any member of the AB Group Companies, on the one hand, and GibcoSeller, on the other hand, Gibco and its Affiliates involved in such dispute Seller (and not AB or any member of the AB GroupCompanies) will have the sole and exclusive right to decide whether or not to waive any attorney-client or other applicable privilege that may apply to any communications between Gibco, AB Seller or any other member of the AB Group Companies and any Existing Counsel that occurred on or prior to the Second Step Closing. The remainder Except with respect to any existing or pending litigation or administrative proceedings, or any internal investigations relating to circumstances that could result in either of this the foregoing, for which the parties shall cooperate in good faith to share attorney-client privilege, upon and after the Closing, (i) Seller and its Affiliates (and not the Companies) shall be the sole holders of the attorney-client and any other applicable legal privilege with respect to the engagement of Existing Counsel, and none of the Companies shall be a holder thereof, (ii) to the extent that files of Existing Counsel constitute property of the client, only Seller and its Affiliates (and not the Companies) shall hold such property rights, and (iii) Existing Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the Companies by reason of any attorney-client relationship between Existing Counsel and any of the Companies or otherwise. [Remainder of page intentionally left intentionally blank.]

Conflicts and Privilege. It is acknowledged by each of the parties Parties hereto that Gibco the Seller and AB the Company have retained Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“STB”), Darrois Villey Maillot Brochier AARPI (“Darrois”), Xxxxxxxx Xxxxxx Kraft & Xxxx Ltd. Ltd (“NKF”) and Xxxxxxxx Chance LLP (collectively“CC”), and together with STB, Darrois and NKF, the “Existing Counsel”) to act as counsel in connection with the transactions contemplated hereby and otherwise. All of the parties hereto Parties recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto Parties agree that such community of interest should continue to be recognized after each respective date thereof. To the extent that any material subject to the attorney-client privilege, privilege or any other applicable legal privilege, as regards Gibco or the AB Group, has been shared between them, whether prior to or after the date hereof, it is the Parties’ desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilege. Specifically, the parties hereto Parties agree that (a) the Company Buyer shall not, and from and after the Second Step Closing shall cause AB not tothe Company to not, seek to have any Existing Counsel disqualified from representing Gibco the Seller or AB (prior to the Second Step Closing only) the Company or any member of the AB Group in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any of the transactions contemplated hereunder in whole or in part and (b) in connection with any dispute that may arise, prior to the Second Step Closing, between Gibco the Seller or AB the Company or any member of the AB Group, on the one hand, and Walgreensthe Buyer, on the other hand hand, or, from and after the Second Step Closing, Walgreens the Buyer or AB the Company or any member of the AB Group Group, on the one hand, and Gibcothe Seller, on the other hand, Gibco the Seller and its Affiliates involved in such dispute (and not AB the Company or any member of the AB Group) will have the sole and exclusive right to decide whether or not to waive any attorney-client or other applicable privilege that may apply to any communications between Gibcothe Seller, AB the Company or any other member of the AB Group and any Existing Counsel that occurred on or prior to the Second Step Closing. The remainder of this page left intentionally blank.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that Gibco ACAS, ACEI, ACEII, the Company and AB the Representative have retained Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxx Xxxxx LLP (“STBPB”), Darrois Villey Maillot Brochier AARPI ) and Xxxxxx & Xxxxxx LLP (“Darrois”), Xxxxxxxx Kraft & Xxxx Ltd. and Xxxxxxxx Chance LLP (collectively, “Existing CounselAP”) to act as their counsel in connection with the transactions contemplated hereby and otherwise. All that neither PB nor AP has acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties hereto recognize has the community status of a client of PB or AP for conflict of interest or any other purposes as a result thereof. Parent hereby agrees that, in the event that exists a dispute arises after the Closing between Parent, the Company, ACAS, ACEI, ACEII or the Representative, PB or AP may represent ACAS, ACEI, ACEII or the Representative in such dispute even though the interests of ACAS, ACEI, ACEII or the Representative may be directly adverse to Parent, the other Stockholders, the Company or its Subsidiaries, provided, that PB or AP, as applicable, has not represented and will continue is not then currently representing the Company or its Subsidiaries in a matter related to exist until the First Step Closing such dispute. Parent further agrees that, as to all communications among PB or AP and the Second Step ClosingCompany, and any Subsidiary of the parties hereto agree Company, ACAS, ACEI, ACEII and/or the Representative that such community of interest should continue primarily relate to be recognized after each respective date thereof. To the extent that any material subject to transactions contemplated by this Agreement, the attorney-client privilegeprivilege and the expectation of client confidence belongs to the Representative and may be controlled by the Representative and shall not pass to or be claimed by Parent, the Company or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Company or any of its Subsidiaries and a third party other applicable legal privilege, as regards Gibco or the AB Group, has been shared between them, whether prior than a party to or this Agreement after the date hereofClosing, it is the desire, intention and mutual understanding of Company or such Subsidiary may assert the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client privilege to prevent disclosure of confidential communications by PB or any other applicable legal privilege. SpecificallyAP to such third party; provided, the parties hereto agree however, that (a) neither the Company nor such Subsidiary may waive such privilege without the prior written consent of PB or AP, as applicable, which consent shall notnot be unreasonably withheld, conditioned or delayed. Each of PB and from AP is an intended third party beneficiary of this Section 9.4 and after the Second Step Closing shall cause AB not to, seek be entitled to have any Existing Counsel disqualified from representing Gibco or AB or any member of the AB Group in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any of the transactions contemplated hereunder in whole or in part and (b) in connection with any dispute that may arise, prior to the Second Step Closing, between Gibco or AB or any member of the AB Group, rely on the one hand, and Walgreens, on the other hand or, from and after the Second Step Closing, Walgreens or AB or any member of the AB Group on the one hand, and Gibco, on the other hand, Gibco and its Affiliates involved in such dispute (and not AB or any member of the AB Group) will have the sole and exclusive right to decide whether or not to waive any attorney-client or other applicable privilege that may apply to any communications between Gibco, AB or any other member of the AB Group and any Existing Counsel that occurred on or prior to the Second Step Closing. The remainder of this page left intentionally blankprovisions hereof.

Conflicts and Privilege. It is acknowledged by each Each of the parties hereto to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Gibco and AB have retained Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxx Xxxx Xxxxxxxxx US LLP (“STB”), Darrois Villey Maillot Brochier AARPI (“Darrois”), Xxxxxxxx Kraft & Xxxx Ltd. and Xxxxxxxx Chance LLP (collectively, “Existing CounselNRF”) to act may serve as counsel in connection with the transactions contemplated hereby and otherwise. All of the parties hereto recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto agree that such community of interest should continue to be recognized after each respective date thereof. To the extent that any material subject to the attorney-client privilege, or any other applicable legal privilege, as regards Gibco or the AB Group, has been shared between them, whether prior to or after the date hereof, it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilege. Specifically, the parties hereto agree that (a) the Company shall not, and from and after the Second Step Closing shall cause AB not to, seek to have any Existing Counsel disqualified from representing Gibco or AB or any member of the AB Group in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any of the transactions contemplated hereunder in whole or in part and (b) in connection with any dispute that may arise, prior to the Second Step Closing, between Gibco or AB or any member of the AB Group, Seller on the one hand, and Walgreens, on the other hand or, from and after the Second Step Closing, Walgreens or AB or any member of the AB Group on the one hand, and Gibco, Company on the other hand, Gibco in connection with the negotiation, preparation, execution and its Affiliates involved in such dispute (delivery of this Agreement and not AB the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, NRF may serve as counsel to Seller or any member director, member, partner, officer, employee or Affiliate of Seller in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement or any other matter notwithstanding such representation (or continued representation) of the AB Group) will have Company and each of the sole parties hereto hereby consents thereto and exclusive right waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to decide whether or not consent to waive any conflict of interest arising from such representation. Xxxxx further agrees that, as to all communications among NRF, the Company and Seller that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer or the Company. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, the Company and a third party other applicable than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by NRF to such third party; provided that the Company may apply to any communications between Gibco, AB or any other member not waive such privilege without the prior written consent of the AB Group and any Existing Counsel that occurred on or prior to the Second Step Closing. The remainder of this page left intentionally blankSeller.