Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. It is acknowledged by each of the parties hereto that Gibco and the Company have retained ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“STB”), Darrois Villey Maillot Brochier AARPI (“Darrois”), ▇▇▇▇▇▇▇▇ Kraft & ▇▇▇▇ Ltd. and ▇▇▇▇▇▇▇▇ Chance LLP (collectively, the “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 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) Walgreens shall not, and from and after the Second Step Closing shall cause the Company not to, seek to have any Existing Counsel disqualified from representing Gibco or (prior to the Second Step Closing only) the Company or any member of the 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 the Company or any member of the Group, on the one hand, and Walgreens, on the other hand or, from and after the Second Step Closing, Walgreens or the Company or any member of the Group, on the one hand, and Gibco, on the other hand, Gibco and its Affiliates involved in such dispute (and not the Company or any member of the 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, the Company or any other member of the Group and any Existing Counsel that occurred on or prior to the Second Step Closing. [Signature Pages Follow]

Conflicts and Privilege. It is acknowledged by each of the parties Parties hereto that Gibco the Seller and the Company have retained ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“STB”), Darrois Villey Maillot Brochier AARPI (“Darrois”), ▇▇▇▇▇▇▇▇ Kraft & ▇▇▇▇ Ltd. Ltd (“NKF”) and ▇▇▇▇▇▇▇▇ 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) Walgreens Buyer shall not, and from and after the Second Step Closing shall cause the Company not toto not, seek to have any Existing Counsel disqualified from representing Gibco the Seller or (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 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 the Company or any member of the AB Group, on the one hand, and Gibcothe Seller, on the other hand, Gibco the Seller and its Affiliates involved in such dispute (and not 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, the Company or any other member of the AB Group and any Existing Counsel that occurred on or prior to the Second Step Closing. [Signature Pages Follow].

Conflicts and Privilege. It is acknowledged by each of the parties hereto that Gibco Seller and the Company Companies have retained Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP PLLC (“STB”), Darrois Villey Maillot Brochier AARPI (“Darrois”), ▇▇▇▇▇▇▇▇ Kraft & ▇▇▇▇ Ltd. and ▇▇▇▇▇▇▇▇ Chance LLP (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 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) Walgreens Parent and Purchaser shall not, and from and after the Second Step Closing shall cause the Company not toCompanies to not, seek to have any Existing Counsel disqualified from representing Gibco Seller or (prior to the Second Step Closing only) the Company or any member of the Group 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 the Company Seller or any member of the 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 the Company or any member of the GroupCompanies, on the one hand, and GibcoSeller, on the other hand, Gibco and its Affiliates involved in such dispute Seller (and not the Company or any member of the 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, the Company Seller or any other member of the Group Companies and any Existing Counsel that occurred on or prior to the Second Step Closing. 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 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. [Signature Pages FollowRemainder of page intentionally left blank]

Conflicts and Privilege. It is acknowledged by each of the parties hereto that Gibco ACAS, ACEI, ACEII, the Company and the Company Representative have retained ▇▇▇▇▇▇ ▇▇▇▇▇ ▇LLP (“PB”) and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“STB”), Darrois Villey Maillot Brochier AARPI (“Darrois”), ▇▇▇▇▇▇▇▇ Kraft & ▇▇▇▇ Ltd. and ▇▇▇▇▇▇▇▇ Chance LLP (collectively, the “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 privilege, or any other applicable legal privilege, as regards Gibco or privilege and the Group, has been shared between them, whether prior expectation of client confidence belongs to the Representative and may be controlled by the Representative and shall not pass 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) Walgreens shall not, and from and after the Second Step Closing shall cause the Company not to, seek to have any Existing Counsel disqualified from representing Gibco or (prior to the Second Step Closing only) the Company or any member of the 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 the Company or any member of the Group, on the one hand, and Walgreens, on the other hand or, from and after the Second Step Closing, Walgreens or the Company or any member of the Group, on the one hand, and Gibco, on the other hand, Gibco and its Affiliates involved in such dispute (and not the Company or any member of the 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 Gibcobe 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 member than a party to this Agreement after the Closing, the Company or such Subsidiary may assert the attorney-client privilege to prevent disclosure of confidential communications by PB or AP to such third party; provided, however, that neither the Group Company nor such Subsidiary may waive such privilege without the prior written consent of PB or AP, as applicable, which consent shall not be unreasonably withheld, conditioned or delayed. Each of PB and any Existing Counsel that occurred AP is an intended third party beneficiary of this Section 9.4 and shall be entitled to rely on or prior to the Second Step Closing. [Signature Pages Follow]provisions hereof.