Common use of Post-Separation Services Clause in Contracts

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Time which will be rendered solely for the benefit of Vector or Spinco, as the case may be. With respect to such post-separation services, the Parties agree as follows: (i) Vector shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Vector Retained Business, whether or not the privileged Information is in the possession of or under the control of Vector or Spinco. Vector shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Vector Retained Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Vector, whether or not the privileged Information is in the possession of or under the control of Vector or Spinco; and (ii) Spinco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Spinco Business, whether or not the privileged Information is in the possession of or under the control of Vector or Spinco. Spinco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Spinco Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Spinco, whether or not the privileged Information is in the possession of or under the control of Vector or Spinco.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Time which will be rendered solely for the benefit of Vector Tyco, Healthcare or SpincoElectronics, as the case may be. With respect to such post-separation services, the Parties agree agrees as follows: (i) Vector Tyco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Vector Tyco Retained Business, whether or not the privileged Information is in the possession of or under the control of Vector Tyco, Healthcare or SpincoElectronics. Vector Tyco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Vector Tyco Retained Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by VectorTyco, whether or not the privileged Information is in the possession of or under the control of Vector Tyco, Healthcare or Spinco; andElectronics; (ii) Spinco Healthcare shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Spinco Healthcare Business, whether or not the privileged Information is in the possession of or under the control of Vector Tyco, Healthcare or SpincoElectronics. Spinco Healthcare shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Spinco Healthcare Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by SpincoHealthcare, whether or not the privileged Information is in the possession of or under the control of Vector Tyco, Healthcare or SpincoElectronics; (iii) Electronics shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Electronics Business, whether or not the privileged Information is in the possession of or under the control of Tyco, Healthcare or Electronics. Electronics shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Electronics Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Electronics, whether or not the privileged Information is in the possession of or under the control of Tyco, Healthcare or Electronics.

Post-Separation Services. The Parties recognize Each Party, on behalf of itself and each other member of its Group, acknowledges that legal and other professional services will be provided following the Relevant Time which will be rendered solely for the benefit of Vector SpecCo (or Spincoa member of its Group), MatCo (or a member of its Group) or AgCo (or a member of its Group), as the case may be, while other such post-separation services following the Relevant Time may be rendered with respect to claims, proceedings, litigation, disputes, or other matters which involve members of two or more Groups. With respect to such post-separation servicesservices and related Privileged Information, the Parties agree each of the Parties, on behalf of itself and each other member of its Group, agrees as follows: (i) Vector SpecCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges Privileges in connection with privileged Privileged Information which relates solely to the Vector Retained Specialty Products Business, whether or not the privileged Privileged Information is in the possession of or under the control of Vector any member of the SpecCo Group, MatCo Group or SpincoAgCo Group. Vector SpecCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges Privileges in connection with privileged Privileged Information that relates solely to the subject matter of any claims constituting Vector Retained Specialty Products Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Vectorany member of the SpecCo Group, whether or not the privileged Privileged Information is in the possession of or under the control of Vector any member of the SpecCo Group, MatCo Group or Spinco; andAgCo Group; (ii) Spinco MatCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges Privileges in connection with privileged Privileged Information which relates solely to the Spinco Materials Science Business, whether or not the privileged Privileged Information is in the possession of or under the control of Vector any member of the SpecCo Group, MatCo Group or SpincoAgCo Group. Spinco MatCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges Privileges in connection with privileged Privileged Information that relates solely to the subject matter of any claims constituting Spinco Materials Science Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Spincoany member of the MatCo Group, whether or not the privileged Privileged Information is in the possession of or under the control of Vector any member of the SpecCo Group, MatCo Group or SpincoAgCo Group; and (iii) AgCo shall be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the Agriculture Business, whether or not the Privileged Information is in the possession of or under the control of any member of the SpecCo Group, MatCo Group or AgCo Group. AgCo shall also be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information that relates solely to the subject matter of any claims constituting Agriculture Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by any member of the AgCo Group, whether or not the Privileged Information is in the possession of or under the control of any member of the SpecCo Group, MatCo Group or AgCo Group.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Time which will be rendered solely for the benefit of Vector RRD, LSC or SpincoDonnelley Financial, as the case may be. With respect to such post-separation services, the Parties agree as follows: (i) Vector RRD shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Vector RRD Retained Business, whether or not the privileged Information is in the possession of or under the control of Vector RRD, LSC or SpincoDonnelley Financial. Vector RRD shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Vector RRD Retained Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by VectorRRD, whether or not the privileged Information is in the possession of or under the control of Vector RRD, LSC or Spinco; andDonnelley Financial; (ii) Spinco LSC shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Spinco LSC Business, whether or not the privileged Information is in the possession of or under the control of Vector RRD, LSC or SpincoDonnelley Financial. Spinco LSC shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Spinco LSC Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by SpincoLSC, whether or not the privileged Information is in the possession of or under the control of Vector RRD, LSC or SpincoDonnelley Financial; and (iii) Donnelley Financial shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Donnelley Financial Business, whether or not the privileged Information is in the possession of or under the control of RRD, LSC or Donnelley Financial. Donnelley Financial shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Donnelley Financial Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Donnelley Financial, whether or not the privileged Information is in the possession of or under the control of RRD, LSC or Donnelley Financial.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Effective Time which will be rendered solely for the benefit of Vector Tyco or SpincoADT NA (and/or members of their respective Groups), as the case may be. With respect to such post-separation services, the Parties agree as follows: (i) Vector Tyco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Vector Tyco Retained Business, whether or not the privileged Information is in the possession of or under the control of Vector Tyco or SpincoADT NA (or any member of their respective Groups). Vector Tyco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Vector Tyco Retained Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by VectorTyco (or any member of the Tyco Group), whether or not the privileged Information is in the possession of or under the control of Vector Tyco or Spinco; andADT NA (or any member of their respective Group); (ii) Spinco ADT NA shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Spinco ADT North American R/SB Business, whether or not the privileged Information is in the possession of or under the control of Vector Tyco or SpincoADT NA (or any member of their respective Group). Spinco ADT NA shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Spinco ADT North American R/SB Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by SpincoADT NA (or any member of the ADT North American R/SB Group), whether or not the privileged Information is in the possession of or under the control of Vector Tyco or SpincoADT NA (or any member of their respective Group).

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Effective Time which to each of Dover and Apergy. The Parties further recognize that certain of such post-separation services will be rendered solely for the benefit of Vector Dover or SpincoApergy or their successors or assigns, as the case may be. With respect to such post-separation services, the Parties agree as follows: (i) Vector Dover shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Privileged Information which relates solely to the Vector Retained Dover Business, whether or not the privileged Privileged Information is in the possession of or under the control of Vector Dover or SpincoApergy. Vector Dover shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Privileged Information that relates solely to the subject matter of any claims constituting Vector Retained Dover Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings Actions initiated against or by VectorDover, whether or not the privileged Privileged Information is in the possession of or under the control of Vector Dover or SpincoApergy or their successors or assigns; and (ii) Spinco Apergy shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Privileged Information which relates solely to the Spinco Apergy Business, whether or not the privileged Privileged Information is in the possession of or under the control of Vector Dover or SpincoApergy or their successors or assigns. Spinco Apergy shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Privileged Information that relates solely to the subject matter of any claims constituting Spinco Apergy Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings Actions initiated against or by SpincoApergy, whether or not the privileged Privileged Information is in the possession of or under the control of Vector Dover or SpincoApergy or their successors or assigns.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Effective Time which will be rendered solely for the benefit of Vector SG Holdings or SpincoSG DevCo or their successors or assigns, as the case may be. With respect to such post-separation services, the Parties agree as follows: (i) Vector SG Holdings shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Vector Retained SG Holdings Business, whether or not the privileged Information information is in the possession of or under the control of Vector SG Holdings or SpincoSG DevCo. Vector SG Holdings shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Vector Retained SG Holdings Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by VectorSG Holdings, whether or not the privileged Information information is in the possession of or under the control of Vector SG Holdings or SpincoSG DevCo or their successors or assigns; and (ii) Spinco SG DevCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Spinco SG DevCo Business, whether or not the privileged Information information is in the possession of or under the control of Vector SG Holdings or SpincoSG DevCo or their successors or assigns. Spinco SG DevCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Spinco SG DevCo Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by SpincoSG DevCo, whether or not the privileged Information information is in the possession of or under the control of Vector SG Holdings or SpincoSG DevCo or their successors or assigns.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Effective Time which will be rendered solely for the benefit of Vector Dover or Spinco▇▇▇▇▇▇▇ or their successors or assigns, as the case may be. With respect to such post-separation services, the Parties agree as follows: (i) Vector Dover shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Vector Retained Dover Business, whether or not the privileged Information information is in the possession of or under the control of Vector Dover or Spinco▇▇▇▇▇▇▇. Vector Dover shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Vector Retained Dover Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by VectorDover, whether or not the privileged Information information is in the possession of or under the control of Vector Dover or Spinco▇▇▇▇▇▇▇ or their successors or assigns; and (ii) Spinco ▇▇▇▇▇▇▇ shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Spinco ▇▇▇▇▇▇▇ Business, whether or not the privileged Information information is in the possession of or under the control of Vector Dover or Spinco▇▇▇▇▇▇▇ or their successors or assigns. Spinco ▇▇▇▇▇▇▇ shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Spinco ▇▇▇▇▇▇▇ Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Spinco▇▇▇▇▇▇▇, whether or not the privileged Information information is in the possession of or under the control of Vector Dover or Spinco▇▇▇▇▇▇▇ or their successors or assigns.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Effective Time which will be rendered solely for the benefit of Vector Trident or SpincoFountain (and/or members of their respective Groups), as the case may be. With respect to such post-separation services, the Parties agree as follows: (i) Vector Trident shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Vector Trident Retained Business, whether or not the privileged Information is in the possession of or under the control of Vector Trident or SpincoFountain (or any member of their respective Groups). Vector Trident shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Vector Trident Retained Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by VectorTrident (or any member of the Trident Group), whether or not the privileged Information is in the possession of or under the control of Vector Trident or Spinco; andFountain (or any member of their respective Group); (ii) Spinco Fountain shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Spinco Fountain Business, whether or not the privileged Information is in the possession of or under the control of Vector Trident or SpincoFountain (or any member of their respective Group). Spinco Fountain shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Spinco Fountain Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by SpincoFountain (or any member of the Fountain Group), whether or not the privileged Information is in the possession of or under the control of Vector Trident or SpincoFountain (or any member of the respective Group).

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Effective Time which will be rendered solely for the benefit of Vector Trinity or SpincoArcosa or their successors or assigns, as the case may be. With respect to such post-separation services, the Parties agree as follows: (i) Vector Trinity shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Vector Retained Trinity Business, whether or not the privileged Information information is in the possession of or under the control of Vector Trinity or SpincoArcosa. Vector Trinity shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Vector Retained Trinity Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by VectorTrinity, whether or not the privileged Information information is in the possession of or under the control of Vector Trinity or SpincoArcosa or their successors or assigns; and (ii) Spinco Arcosa shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Spinco Arcosa Business, whether or not the privileged Information information is in the possession of or under the control of Vector Trinity or SpincoArcosa or their successors or assigns. Spinco Arcosa shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Spinco Arcosa Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by SpincoArcosa, whether or not the privileged Information information is in the possession of or under the control of Vector Trinity or SpincoArcosa or their successors or assigns.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Effective Time which will be rendered solely for the benefit of Vector iGATE or SpincoMastech or their successors or assigns, as the case may be. With respect to such post-separation Separation services, the Parties agree as follows: (i) Vector iGATE shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Vector Retained iGATE Business, whether or not the privileged Information information is in the possession of or under the control of Vector iGATE or SpincoMastech. Vector iGATE shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Vector Retained iGATE Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by VectoriGATE, whether or not the privileged Information information is in the possession of or under the control of Vector iGATE or SpincoMastech or their successors or assigns; and (ii) Spinco Mastech shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Spinco Mastech Business, whether or not the privileged Information information is in the possession of or under the control of Vector iGATE or SpincoMastech or their successors or assigns. Spinco Mastech shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Spinco Mastech Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by SpincoMastech, whether or not the privileged Information information is in the possession of or under the control of Vector iGATE or SpincoMastech or their successors or assigns.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Time which will be rendered solely for the benefit of Vector Tyco, Healthcare or SpincoElectronics, as the case may be. With respect to such post-separation services, the Parties agree agrees as follows: (i) Vector Tyco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Vector Tyco Retained Business, whether or not the privileged Information information is in the possession of or under the control of Vector Tyco, Healthcare or SpincoElectronics. Vector Tyco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Vector Tyco Retained Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by VectorTyco, whether or not the privileged Information information is in the possession of or under the control of Vector Tyco, Healthcare or Spinco; andElectronics; (ii) Spinco Healthcare shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Spinco Healthcare Business, whether or not the privileged Information information is in the possession of or under the control of Vector Tyco, Healthcare or SpincoElectronics. Spinco Healthcare shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Spinco Healthcare Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by SpincoHealthcare, whether or not the privileged Information information is in the possession of or under the control of Vector Tyco, Healthcare or SpincoElectronics; (iii) Electronics shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Electronics Business, whether or not the privileged information is in the possession of or under the control of Tyco, Healthcare or Electronics. Electronics shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Electronics Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Electronics, whether or not the privileged information is in the possession of or under the control of Tyco, Healthcare or Electronics.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Effective Time which will be rendered solely for the benefit of Vector ASD or SpincoWABCO or their successors or assigns, as the case may be. With respect to such post-separation services, the Parties agree as follows: (i) Vector ASD shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Vector Retained Remainco Business, whether or not the privileged Information information is in the possession of or under the control of Vector ASD or SpincoWABCO. Vector ASD shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Vector Retained Remainco Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by VectorASD, whether or not the privileged Information information is in the possession of or under the control of Vector ASD or SpincoWABCO or their successors or assigns; and (ii) Spinco WABCO shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Spinco VCS Business, whether or not the privileged Information information is in the possession of or under the control of Vector ASD or SpincoWABCO or their successors or assigns. Spinco WABCO shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Spinco VCS Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by SpincoWABCO, whether or not the privileged Information information is in the possession of or under the control of Vector ASD or SpincoWABCO or their successors or assigns.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Time which will be rendered solely for the benefit of Vector Cendant, Realogy, Wyndham or SpincoTravelport, as the case may be. With respect to such post-separation services, the Parties agree agrees as follows: (i) Vector Cendant shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Vector Retained Vehicle Rental Business, whether or not the privileged Information information is in the possession of or under the control of Vector Cendant, Realogy, Wyndham or SpincoTravelport. Vector Cendant shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Vector Retained Vehicle Rental Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by VectorCendant, whether or not the privileged Information information is in the possession of or under the control of Vector Cendant, Realogy, Wyndham or Spinco; andTravelport; (ii) Spinco Realogy shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Spinco Real Estate Business, whether or not the privileged Information information is in the possession of or under the control of Vector Cendant, Realogy, Wyndham or SpincoTravelport. Spinco Realogy shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Spinco Real Estate Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by SpincoRealogy, whether or not the privileged Information information is in the possession of or under the control of Vector Cendant, Realogy, Wyndham or SpincoTravelport; (iii) Wyndham shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Hospitality Business, whether or not the privileged information is in the possession of or under the control of Cendant, Realogy, Wyndham or Travelport. Wyndham shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Hospitality Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Wyndham, whether or not the privileged information is in the possession of or under the control of Cendant, Realogy, Wyndham or Travelport; and (iv) Travelport shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Travel Business, whether or not the privileged information is in the possession of or under the control of Cendant, Realogy, Wyndham or Travelport. Travelport shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Travel Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Travel, whether or not the privileged information is in the possession of or under the control of Cendant, Realogy, Wyndham or Travelport.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Effective Time which will be rendered solely for the benefit of Vector BX or SpincoPJT LP (and/or their respective Affiliates), as the case may be. With respect to such post-separation services, the Parties agree as follows: (i) Vector BX shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Vector Blackstone Retained Business, whether or not the privileged Information is in the possession of or under the control of Vector BX or SpincoPJT LP (or any their respective Affiliates). Vector BX shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Vector Blackstone Retained Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by VectorBX (or any of its Affiliates), whether or not the privileged Information is in the possession of or under the control of Vector BX or Spinco; andPJT LP (or any their respective Affiliates); (ii) Spinco PJT LP shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Spinco Carbon Business, whether or not the privileged Information is in the possession of or under the control of Vector BX or SpincoPJT LP (or any their respective Affiliates). Spinco PJT LP shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Spinco Carbon Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by SpincoPJT LP (or any member of the PJT Group), whether or not the privileged Information is in the possession of or under the control of Vector BX or SpincoPJT LP (or any of their respective Affiliates).

Post-Separation Services. The Parties recognize Each Party, on behalf of itself and each other member of its Group, acknowledges that legal and other professional services will be provided following the Relevant Time which will be rendered solely for the benefit of Vector IP RemainCo (or Spincoa member of its Group) or Product SpinCo (or a member of its Group), as the case may be, while other such post-separation services following the Relevant Time may be rendered with respect to claims, proceedings, litigation, disputes, or other matters which involve members of both Groups. With respect to such post-separation servicesservices and related Privileged Information, each of the Parties agree Parties, on behalf of itself and each other member of its Group, agrees as follows: (i) Vector IP RemainCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges Privileges in connection with privileged Privileged Information which relates solely to the Vector Retained IP Business, whether or not the privileged Privileged Information is in the possession of or under the control of Vector any member of the IP RemainCo Group or SpincoProduct SpinCo Group. Vector IP RemainCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges Privileges in connection with privileged Privileged Information that relates solely to the subject matter of any claims constituting Vector Retained IP Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Vectorany member of the IP RemainCo Group, whether or not the privileged Privileged Information is in the possession of or under the control of Vector any member of the IP RemainCo Group or SpincoProduct SpinCo Group; and (ii) Spinco Product SpinCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges Privileges in connection with privileged Privileged Information which relates solely to the Spinco Product Business, whether or not the privileged Privileged Information is in the possession of or under the control of Vector any member of the IP RemainCo Group or SpincoProduct SpinCo Group. Spinco Product SpinCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges Privileges in connection with privileged Privileged Information that relates solely to the subject matter of any claims constituting Spinco Product Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Spincoany member of the Product SpinCo Group, whether or not the privileged Privileged Information is in the possession of or under the control of Vector any member of the IP RemainCo Group or SpincoProduct SpinCo Group.

Post-Separation Services. The Parties recognize Each Party, on behalf of itself and each other member of its Group, acknowledges that legal and other professional services will be provided following the Relevant Time Distribution which will be rendered solely for the benefit of Vector RemainCo (or Spincoa member of its Group) or ElectronicsCo (or a member of its Group), as the case may be, while other such post-separation services following the Distribution may be rendered with respect to claims, proceedings, litigation, disputes, or other matters which involve members of both Groups. With respect to such post-separation servicesservices and related Privileged Information, each of the Parties agree Parties, on behalf of itself and each other member of its Group, agrees as follows, subject to Article VII: (i) Vector RemainCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges Privileges in connection with privileged Privileged Information which relates solely to the Vector Retained RemainCo Business, whether or not the privileged Privileged Information is in the possession of or under the control of Vector any member of the RemainCo Group or SpincoElectronicsCo Group. Vector RemainCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges Privileges in connection with privileged Privileged Information that relates solely to the subject matter of any claims constituting Vector Retained RemainCo Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Vectorany member of the RemainCo Group, whether or not the privileged Privileged Information is in the possession of or under the control of Vector any member of the RemainCo Group or SpincoElectronicsCo Group; and (ii) Spinco ElectronicsCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges Privileges in connection with privileged Privileged Information which relates solely to the Spinco ElectronicsCo Business, whether or not the privileged Privileged Information is in the possession of or under the control of Vector any member of the RemainCo Group or SpincoElectronicsCo Group. Spinco ElectronicsCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges Privileges in connection with privileged Privileged Information that relates solely to the subject matter of any claims constituting Spinco ElectronicsCo Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Spincoany member of the ElectronicsCo Group, whether or not the privileged Privileged Information is in the possession of or under the control of Vector any member of the RemainCo Group or SpincoElectronicsCo Group.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Time Effective Time, which services will be rendered solely for the benefit of Vector the INSW Group or Spincothe OSG Group, as the case may be. With respect to such post-separation services, the Parties agree as follows: (i) Vector INSW shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with privileged any Privileged Information which that relates solely to the Vector Retained BusinessINSW Business that constitute INSW Assets and not to the OSG Business that constitute OSG Assets, whether or not the privileged Privileged Information is in the possession of or under the control of Vector any member of the INSW Group or Spincoany member of the OSG Group. Vector INSW shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with privileged any Privileged Information that relates solely to the subject matter of any claims constituting Vector Retained Liabilities, INSW Liabilities resulting from any Actions that are now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Vector, whether or not the privileged Privileged Information is in the possession of or under the control of Vector any member of the INSW Group or Spincoany member of the OSG Group; and (ii) Spinco OSG shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with privileged any Privileged Information which that relates solely to the Spinco BusinessOSG Business that constitute OSG Assets and not to the INSW Business that constitute INSW Assets, whether or not the privileged Privileged Information is in the possession of or under the control of Vector any member of the OSG Group or Spincoany member of the INSW Group. Spinco OSG shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with privileged any Privileged Information that relates solely to the subject matter of any claims constituting Spinco Liabilities, OSG Liabilities resulting from any Actions that are now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Spinco, whether or not the privileged Privileged Information is in the possession of or under the control of Vector any member of the OSG Group or Spincoany member of the INSW Group. (iii) If the Parties do not agree as to whether certain Information is Privileged Information, then such Information shall be treated as Privileged Information, and the Party that believes that such information is Privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such Information unless the Parties otherwise agree. The Parties shall use the procedures set forth in ‎Article VII to resolve any disputes as to whether any information relates (A) solely to the INSW Business, (B) solely to the OSG Business or (C) to both.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Effective Time which will be rendered solely for the benefit of Vector Infrastructurco or SpincoFlowco or their successors or assigns, as the case may be. With respect to such post-separation services, the Parties agree as follows: (i) Vector Infrastructurco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Vector Retained Infrastructurco Business, whether or not the privileged Information information is in the possession of or under the control of Vector Infrastructurco or SpincoFlowco or any member of its Group or their respective successors or assigns. Vector Infrastructurco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Vector Retained Infrastructurco Liabilities, now pending or which may be asserted in the future, in any Action, lawsuits or other proceedings initiated against or by Infrastructurco or any member of its Group, whether or not the privileged information is in the possession of or under the control of Infrastructurco or Flowco or any member of its Group or their respective successors or assigns; and (ii) Flowco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Flowco Business, whether or not the privileged information is in the possession of or under the control of Infrastructurco or Flowco or their successors or assigns. Flowco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Flowco Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by VectorFlowco or any member of its Group, whether or not the privileged Information information is in the possession of or under the control of Vector Infrastructurco or Spinco; andFlowco or any member of its Group or their respective successors or assigns. (iiiii) Spinco The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 7.5, with respect to all privileges not allocated pursuant to the terms of Section 7.5(b)(i) and 7.5(b)(ii). All privileges relating to any claims, proceedings, litigation, disputes, or other matters which involve both Infrastructurco and Flowco in respect of which both Parties retain any responsibility or Liability under this Agreement, shall be entitled, in perpetuity, subject to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Spinco Business, whether or not the privileged Information is in the possession of or under the control of Vector or Spinco. Spinco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Spinco Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Spinco, whether or not the privileged Information is in the possession of or under the control of Vector or Spincoa shared privilege among them.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Effective Time which will be rendered solely for the benefit of Vector one or Spincomore of Trident, Fountain and Athens NA (and/or one or more members of their respective Groups), as the case may be. With respect to such post-separation services, the Parties agree as follows: (i) Vector Trident shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Vector Trident Retained Business (other than to the extent relating solely to the Athens North American R/SB Business, which shall be controlled by Athens NA as provided below), whether or not the privileged Information is in the possession of or under the control of Vector Trident, Athens NA or SpincoFountain (or any member of their respective Groups). Vector Trident shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Vector Trident Retained Liabilities (other than Athens North American R/SB Liabilities, which shall be controlled by Athens NA as provided below), now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by VectorTrident (or any member of the Trident Group), whether or not the privileged Information is in the possession of or under the control of Vector Trident, Athens NA or Spinco; andFountain (or any member of their respective Groups); (ii) Spinco Fountain shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Spinco Fountain Business, whether or not the privileged Information is in the possession of or under the control of Vector Trident, Athens NA or SpincoFountain (or any member of their respective Groups). Spinco Fountain shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Spinco Fountain Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by SpincoFountain (or any member of the Fountain Group), whether or not the privileged Information is in the possession of or under the control of Vector Trident, Fountain or SpincoAthens NA (or any member of their respective Groups). (iii) Athens NA shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Athens North American R/SB Business, whether or not the privileged Information is in the possession of or under the control of Trident, Athens NA or Fountain (or any member of their respective Group). Athens NA shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Athens North American R/SB Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Athens NA (or any member of the Athens North American R/SB Group), whether or not the privileged Information is in the possession of or under the control of Trident, Fountain or Athens NA (or any member of their respective Groups).

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Time which will be rendered solely for the benefit of Vector Temple-Inland, Forestar or SpincoGuaranty, as the case may be. With respect to such post-separation Separation services, the Parties agree agrees as follows: (i) Vector Forestar shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Vector Retained Real Estate Business, whether or not the privileged Information information is in the possession of or under the control of Vector Temple-Inland, Forestar, or SpincoGuaranty. Vector Forestar shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Vector Retained Real Estate Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by VectorForestar, whether or not the privileged Information information is in the possession of or under the control of Vector Temple-Inland, Forestar, or Spinco; andGuaranty; (ii) Spinco Guaranty shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Spinco Financial Services Business, whether or not the privileged Information information is in the possession of or under the control of Vector Temple-Inland, Forestar, or SpincoGuaranty. Spinco Guaranty shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Spinco Guaranty Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by SpincoGuaranty, whether or not the privileged Information information is in the possession of or under the control of Vector Temple-Inland, Forestar, or SpincoGuaranty; and (iii) Temple-Inland shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Retained Business, whether or not the privileged information is in the possession of or under the control of Temple-Inland, Forestar, or Guaranty. Temple-Inland shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Retained Business Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Temple-Inland, whether or not the privileged information is in the possession of or under the control of Temple-Inland, Forestar, or Guaranty.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Effective Time which will be rendered solely for the benefit of Vector AFC Gamma or SpincoSUNS or their successors or assigns, as the case may be. With respect to such post-separation services, the Parties agree as follows: (i) Vector AFC Gamma shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Vector Retained AFC Gamma Business, whether or not the privileged Information information is in the possession of or under the control of Vector AFC Gamma or SpincoSUNS. Vector AFC Gamma shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Vector Retained AFC Gamma Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by VectorAFC Gamma, whether or not the privileged Information information is in the possession of or under the control of Vector AFC Gamma or SpincoSUNS or their successors or assigns; and (ii) Spinco SUNS shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Spinco SUNS Business, whether or not the privileged Information information is in the possession of or under the control of Vector AFC Gamma or SpincoSUNS or their successors or assigns. Spinco SUNS shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Spinco SUNS Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by SpincoSUNS, whether or not the privileged Information information is in the possession of or under the control of Vector AFC Gamma or SpincoSUNS or their successors or assigns.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Separation Time which to each of the Southwest Group and the Centuri Group. The Parties further recognize that certain of such post-Separation services will be rendered solely for the benefit of Vector the Southwest Group or Spincothe Centuri Group, as the case may be, while other such post-Separation services may be rendered with respect to claims, proceedings, litigation, disputes, or other matters which involve both the Southwest Group and the Centuri Group. In furtherance of the foregoing, each Party shall authorize the delivery to or retention by the other Party of materials existing as of the Separation Time that are necessary for such other Party to perform such services. The Parties acknowledge and agree that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇”) has acted as counsel to the Southwest Group and Centuri Group in connection with the negotiation, preparation, execution and delivery of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. The Parties agree that, following consummation of the Separation, such representation and any prior representation of Southwest Group and Centuri Group by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ shall not preclude ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ from serving as counsel to the Southwest Group, Centuri Group or any of their respective Affiliates, in connection with any litigation, claim or obligations arising out of or relating to this Agreement, the Ancillary Agreements or the transactions contemplated thereby and hereby. The Parties shall not seek or have ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ disqualified from any such representation based on the prior representation of the Southwest Group or Centuri Group. Each of the Parties hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of the Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. With respect to such post-separation servicesSeparation services and related Privileged Information, the Parties agree as follows: (i) Vector all Privileged Information relating to any claims, proceedings, litigation, disputes or other matters which involve both the Southwest Group and the Centuri Group shall be entitled, in perpetuity, subject to control a shared Privilege among the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Vector Retained Business, whether or not the privileged Information is Parties involved in the possession of or under the control of Vector or Spinco. Vector shall also be entitledclaims, in perpetuityproceedings, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Vector Retained Liabilitieslitigation, now pending or which may be asserted in the future, in any lawsuits disputes or other proceedings initiated against or by Vector, whether or not the privileged Information is in the possession of or under the control of Vector or Spincomatters at issue; and (ii) Spinco except as otherwise provided in Section 6.7(b)(i), Privileged Information relating to post-Separation services provided solely to: (i) any member of the Southwest Group or (ii) any member of the Centuri Group shall not be entitleddeemed shared between the Parties; provided, in perpetuitythat the foregoing shall not be construed or interpreted to restrict the right or authority of the Parties (x) to enter into any further agreement, not otherwise inconsistent with the terms of this Agreement, concerning the sharing of Privileged Information, or (y) otherwise to control the assertion or waiver of all privileges in connection with privileged share Privileged Information without waiving any Privilege which relates solely to the Spinco Business, whether or not the privileged Information is in the possession of or under the control of Vector or Spinco. Spinco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Spinco Liabilities, now pending or which may could be asserted in the future, in any lawsuits or other proceedings initiated against or by Spinco, whether or not the privileged Information is in the possession of or under the control of Vector or Spincoapplicable Law.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Effective Time which will be rendered solely for the benefit of Vector Entergy or SpincoEnexus, as the case may be. With respect to such post-separation services, the Parties agree agrees as follows: (i) Vector Entergy shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Vector Retained Business, whether or not the privileged Information information is in the possession of or under the control of Vector Entergy or SpincoEnexus. Vector Entergy shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Vector Retained Business Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by VectorEntergy, whether or not the privileged Information information is in the possession of or under the control of Vector Entergy or SpincoEnexus; and (ii) Spinco Enexus shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Spinco Non-Utility Nuclear Business, whether or not the privileged Information information is in the possession of or under the control of Vector Entergy or SpincoEnexus. Spinco Enexus shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Spinco Non-Utility Nuclear Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by SpincoEnexus, whether or not the privileged Information information is in the possession of or under the control of Vector Entergy or SpincoEnexus.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Time Effective Time, including pursuant to the Ancillary Agreements, which will be rendered solely for the benefit of Vector RemainCo or SpincoSpinCo, as the case may be. With respect to such post-separation services, the Parties agree agrees as follows: (i) Vector RemainCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Vector Retained RemainCo Business, whether or not the privileged Information information is in the possession of or under the control of Vector any member of the RemainCo Group or Spincoany member of the SpinCo Group. Vector RemainCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Vector Retained Liabilities, RemainCo Assets or RemainCo Liabilities in connection with any Action now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Vector, whether or not the privileged Information information is in the possession of or under the control of Vector any member of the RemainCo Group or Spincoany member of the SpinCo Group; and (ii) Spinco SpinCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Spinco SpinCo Business, whether or not the privileged Information information is in the possession of or under the control of Vector any member of the RemainCo Group or Spincoany member of the SpinCo Group. Spinco SpinCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Spinco Liabilities, SpinCo Assets or SpinCo Liabilities in connection with any Action now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Spinco, whether or not the privileged Information information is in the possession of or under the control of Vector any member of the RemainCo Group or Spincoany member of the SpinCo Group.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Effective Time which will be rendered solely for the benefit of Vector Vinco or SpincoCryptyde or their successors or assigns, as the case may be. With respect to such post-separation services, the Parties agree as follows: (i) Vector Vinco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Vector Retained Vinco Business, whether or not the privileged Information information is in the possession of or under the control of Vector Vinco or SpincoCryptyde. Vector Vinco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Vector Retained Vinco Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by VectorVinco, whether or not the privileged Information information is in the possession of or under the control of Vector Vinco or SpincoCryptyde or their successors or assigns; and (ii) Spinco Cryptyde shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information which relates solely to the Spinco Cryptyde Business, whether or not the privileged Information information is in the possession of or under the control of Vector Vinco or SpincoCryptyde or their successors or assigns. Spinco Cryptyde shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information information that relates solely to the subject matter of any claims constituting Spinco Cryptyde Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by SpincoCryptyde, whether or not the privileged Information information is in the possession of or under the control of Vector Vinco or SpincoCryptyde or their successors or assigns.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Separation Time which to each of the Southwest Group and the Centuri Group. The Parties further recognize that certain of such post-Separation services will be rendered solely for the benefit of Vector the Southwest Group or Spincothe Centuri Group, as the case may be, while other such post-Separation services may be rendered with respect to claims, proceedings, litigation, disputes, or other matters which involve both the Southwest Group and the Centuri Group. In furtherance of the foregoing, each Party shall authorize the delivery to or retention by the other Party of materials existing as of the Separation Time that are necessary for such other Party to perform such services. The Parties acknowledge and agree that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇”) has acted as counsel to the Southwest Group and Centuri Group in connection with the negotiation, preparation, execution and delivery of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. The Parties agree that, following consummation of the Separation, such representation and any prior representation of Southwest Group and Centuri Group by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ shall not preclude ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ from serving as counsel to the Southwest Group, Centuri Group or any of their respective Affiliates, in connection with any litigation, claim or obligations arising out of or relating to this Agreement, the Ancillary Agreements or the transactions contemplated thereby and hereby. The Parties shall not seek or have ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ disqualified from any such representation based on the prior representation of the Southwest Group or Centuri Group. Each of the Parties hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of the Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. With respect to such post-separation servicesSeparation services and related Privileged Information, the Parties agree as follows: (i) Vector all Privileged Information relating to any claims, proceedings, litigation, disputes or other matters which involve both the Southwest Group and the Centuri Group shall be entitled, in perpetuity, subject to control a shared Privilege among the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Vector Retained Business, whether or not the privileged Information is Parties involved in the possession of or under the control of Vector or Spinco. Vector shall also be entitledclaims, in perpetuityproceedings, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Vector Retained Liabilitieslitigation, now pending or which may be asserted in the future, in any lawsuits disputes or other proceedings initiated against or by Vector, whether or not the privileged Information is in the possession of or under the control of Vector or Spinco; matters at issue; and (ii) Spinco except as otherwise provided in Section 6.7(b)(i), Privileged Information relating to post-Separation services provided solely to: (i) any member of the Southwest Group or (ii) any member of the Centuri Group shall not be entitleddeemed shared between the Parties; provided, in perpetuitythat the foregoing shall not be construed or interpreted to restrict the right or authority of the Parties (x) to enter into any further agreement, not otherwise inconsistent with the terms of this Agreement, concerning the sharing of Privileged Information, or (y) otherwise to control the assertion or waiver of all privileges in connection with privileged share Privileged Information without waiving any Privilege which relates solely to the Spinco Business, whether or not the privileged Information is in the possession of or under the control of Vector or Spinco. Spinco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Spinco Liabilities, now pending or which may could be asserted in the future, in any lawsuits or other proceedings initiated against or by Spinco, whether or not the privileged Information is in the possession of or under the control of Vector or Spincoapplicable Law.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Separation Time which to each of the Southwest Group and the Centuri Group. The Parties further recognize that certain of such post-Separation services will be rendered solely for the benefit of Vector the Southwest Group or Spincothe Centuri Group, as the case may be, while other such post-Separation services may be rendered with respect to claims, proceedings, litigation, disputes or other matters that involve both the Southwest Group and the Centuri Group. In furtherance of the foregoing, each Party shall authorize the delivery to or retention by the other Party of materials existing as of the Separation Time that are necessary for such other Party to perform such services. The Parties acknowledge and agree that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇”) has acted as counsel to the Southwest Group and Centuri Group in connection with the negotiation, preparation, execution and delivery of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. The Parties agree that, following consummation of the Separation, such representation and any prior representation of Southwest Group and Centuri Group by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ shall not preclude ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ from serving as counsel to the Southwest Group, Centuri Group or any of their respective Affiliates, in connection with any litigation, claim or obligations arising out of or relating to this Agreement, the Ancillary Agreements or the transactions contemplated thereby and hereby. The Parties shall not seek or have ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ disqualified from any such representation based on the prior representation of the Southwest Group or Centuri Group. Each of the Parties hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of the Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. With respect to such post-separation servicesSeparation services and related Privileged Information, the Parties agree as follows: (i) Vector all Privileged Information relating to any claims, proceedings, litigation, disputes or other matters that involve both the Southwest Group and the Centuri Group shall be entitled, in perpetuity, subject to control a shared Privilege among the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Vector Retained Business, whether or not the privileged Information is Parties involved in the possession of or under the control of Vector or Spinco. Vector shall also be entitledclaims, in perpetuityproceedings, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Vector Retained Liabilitieslitigation, now pending or which may be asserted in the future, in any lawsuits disputes or other proceedings initiated against or by Vector, whether or not the privileged Information is in the possession of or under the control of Vector or Spincomatters at issue; and (ii) Spinco except as otherwise provided in Section 6.7(b)(i), Privileged Information relating to post-Separation services provided solely to: (i) any member of the Southwest Group or (ii) any member of the Centuri Group shall not be entitleddeemed shared between the Parties; provided, in perpetuitythat the foregoing shall not be construed or interpreted to restrict the right or authority of the Parties (x) to enter into any further agreement, not otherwise inconsistent with the terms of this Agreement, concerning the sharing of Privileged Information, or (y) otherwise to control the assertion or waiver of all privileges in connection with privileged share Privileged Information without waiving any Privilege which relates solely to the Spinco Business, whether or not the privileged Information is in the possession of or under the control of Vector or Spinco. Spinco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Spinco Liabilities, now pending or which may could be asserted in the future, in any lawsuits or other proceedings initiated against or by Spinco, whether or not the privileged Information is in the possession of or under the control of Vector or Spincoapplicable Law.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Separation Time which to each of the Southwest Group and the Centuri Group. The Parties further recognize that certain of such post-Separation services will be rendered solely for the benefit of Vector the Southwest Group or Spincothe Centuri Group, as the case may be, while other such post-Separation services may be rendered with respect to claims, proceedings, litigation, disputes, or other matters which involve both the Southwest Group and the Centuri Group. In furtherance of the foregoing, each Party shall authorize the delivery to or retention by the other Party of materials existing as of the Separation Time that are necessary for such other Party to perform such services. The Parties acknowledge and agree that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇”) has acted as counsel to the Southwest Group and Centuri Group in connection with the negotiation, preparation, execution and delivery of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. The Parties agree that, following consummation of the Separation, such representation and any prior representation of Southwest Group and Centuri Group by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ shall not preclude ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ from serving as counsel to the Southwest Group, Centuri Group or any of their respective Affiliates, in connection with any litigation, claim or obligations arising out of or relating to this Agreement, the Ancillary Agreements or the transactions contemplated thereby and hereby. The Parties shall not seek or have ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ disqualified from any such representation based on the prior representation of the Southwest Group or Centuri Group. Each of the Parties hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of the Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. With respect to such post-separation servicesSeparation services and related Privileged Information, the Parties agree as follows: (i) Vector all Privileged Information relating to any claims, proceedings, litigation, disputes or other matters which involve both the Southwest Group and the Centuri Group shall be entitled, in perpetuity, subject to control a shared Privilege among the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Vector Retained Business, whether or not the privileged Information is Parties involved in the possession of or under the control of Vector or Spinco. Vector shall also be entitledclaims, in perpetuityproceedings, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Vector Retained Liabilitieslitigation, now pending or which may be asserted in the future, in any lawsuits disputes or other proceedings initiated against or by Vector, whether or not the privileged Information is in the possession of or under the control of Vector or Spincomatters at issue; and and (ii) Spinco except as otherwise provided in Section 6.7(b)(i), Privileged Information relating to post-Separation services provided solely to: (i) any member of the Southwest Group or (ii) any member of the Centuri Group shall not be entitleddeemed shared between the Parties; provided, in perpetuitythat the foregoing shall not be construed or interpreted to restrict the right or authority of the Parties (x) to enter into any further agreement, not otherwise inconsistent with the terms of this Agreement, concerning the sharing of Privileged Information, or (y) otherwise to control the assertion or waiver of all privileges in connection with privileged share Privileged Information without waiving any Privilege which relates solely to the Spinco Business, whether or not the privileged Information is in the possession of or under the control of Vector or Spinco. Spinco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Spinco Liabilities, now pending or which may could be asserted in the future, in any lawsuits or other proceedings initiated against or by Spinco, whether or not the privileged Information is in the possession of or under the control of Vector or Spincoapplicable Law.