Common use of Pre-Distribution Services Clause in Contracts

Pre-Distribution Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Separation Time have been and will be rendered for the collective benefit of each of the members of the Air Products Group and the Versum Group, and that each of the members of the Air Products Group and the Versum Group should be deemed to be the client with respect to such pre-distribution services for the purposes of asserting all privileges, immunities, or other protections from disclosure which may be asserted under applicable Law, including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“Privilege”). The Parties shall have a shared Privilege with respect to all Information subject to Privilege (“Privileged Information”) which relates to such pre-distribution services. For the avoidance of doubt, Privileged Information within the scope of this Section 7.7 includes, but is not limited to, services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel; provided, however, that any such privileged communications or attorney-work product, whether arising prior to, or after the Separation Time, with respect to any matter for which a party hereto has an indemnification obligation hereunder, shall be subject to the sole control of such party, which shall be solely entitled to control the assertion or waiver of the privilege or protection, whether or not such communications or work product is in the possession of or under the control of such party. Notwithstanding the foregoing, the parties hereto acknowledge and agree that Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and in-house counsel of Air Products represent only Air Products and not Versum and that (x) any advice given by or communications with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP shall not be subject to any joint privilege and shall be owned solely by Air Products; and (y) any advice given by or communications with in-house counsel of Air Products (to the extent it relates to any proposed transactions contemplated by this Agreement or any Ancillary Agreement) shall not be subject to any joint privilege and shall be owned solely by Air Products.

Pre-Distribution Services. The Parties recognize that legal and other professional services (including services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel) that have been and will be provided prior to the Separation Time Distribution have been and will be rendered for the collective benefit of each of the members of the Air Products NCR Group and the Versum ATMCo Group, and that each of the members of the Air Products NCR Group and the Versum ATMCo Group should shall be deemed to be the client with respect to such pre-distribution Distribution services for the purposes of asserting all privileges, immunities, or other protections from disclosure which may be asserted under applicable Law, including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (each a “Privilege”). The ) and that any Information of the Parties shall have a shared Privilege with respect to all Information subject to Privilege (“Privileged Information”) which relates shall be shared jointly between the Parties; provided, however, that members of the NCR Group shall not be deemed the client, may not assert privilege, and there shall be no shared Privilege, with respect to such pre-distribution servicesDistribution services that relate solely to the ATMCo Business and members of the ATMCo Group shall not be deemed the client, may not assert privilege, and there shall be no shared Privilege with respect to pre-Distribution services that relate solely to the NCR Business; provided, further, that the Parties acknowledge and agree that any and all Privileged Information with respect to this Agreement, the Ancillary Agreements, any other transaction involving NCR prior to the Distribution and the negotiations, structuring and transactions related thereto and possessed by the NCR Group prior to the Distribution shall be deemed to relate solely to the NCR Business. For the avoidance of doubt, Privileged Information within the scope of this Section 7.7 7.6 includes, but is not limited to, services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel; provided, however, that any such privileged communications or attorney-work product, whether arising prior to, or after the Separation Time, with respect to any matter for which a party hereto has an indemnification obligation hereunder, shall be subject to the sole control of such party, which shall be solely entitled to control the assertion or waiver of the privilege or protection, whether or not such communications or work product is in the possession of or under the control of such party. Notwithstanding the foregoing, the parties hereto acknowledge and agree that Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and in-house counsel of Air Products represent only Air Products and not Versum and that (x) any advice given by or communications with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP shall not be subject to any joint privilege and shall be owned solely by Air Products; and (y) any advice given by or communications with in-house counsel of Air Products (to the extent it relates to any proposed transactions contemplated by this Agreement or any Ancillary Agreement) shall not be subject to any joint privilege and shall be owned solely by Air Products.

Pre-Distribution Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Separation Time Spinco Distribution have been and will be rendered either for (i) the collective benefit of each of the members of the Air Products Spinco Group and Remainco Group (“Collective Benefit Services”), or (ii) the Versum sole benefit of (x) Spinco (or a member of Spinco’s Group, ) in the case of legal and that each other professional services provided solely in respect of the members Spinco Business or (y) Remainco (or a member of Remainco Group) in the case of legal and other professional services provided solely in respect of the Air Products Group and Remainco Business, as the Versum Group should case may be deemed to be the client with respect to such pre-distribution services for (“Sole Benefit Services”). For the purposes of asserting all privileges, immunities, immunities or other protections from disclosure which may be asserted under applicable Law, including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“Privilege”), (x) each of the members of the Spinco Group and Remainco Group shall be deemed to be the client with respect to Collective Benefit Services, and (y) Spinco or Remainco (or the applicable member of such Party’s Group), as the case may be, shall be deemed to be the client with respect to Sole Benefit Services. The Parties shall have a shared Privilege with With respect to all Information subject to Privilege (“Privileged Information”), (A) which relates the Parties shall have a shared Privilege for Privileged Information to the extent relating to Collective Benefit Services, and (B) Spinco or Remainco (or the applicable member of such pre-distribution servicesParty’s Group), as the case may be, shall have Privilege for Privileged Information to the extent relating to Sole Benefit Services and shall control the assertion or waiver of such Privilege. For the avoidance of doubt, Privileged Information within the scope of this Section 7.7 includes, but is not limited to, services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel; provided, however, that any such privileged communications or attorney-work product, whether arising prior to, or after the Separation Time, with respect to any matter for which a party hereto has an indemnification obligation hereunder, shall be subject to the sole control of such party, which shall be solely entitled to control the assertion or waiver of the privilege or protection, whether or not such communications or work product is in the possession of or under the control of such party. Notwithstanding the foregoing, the parties hereto acknowledge and agree that Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and in-house counsel of Air Products represent only Air Products and not Versum and that (x) any advice given by or communications with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP shall not be subject to any joint privilege and shall be owned solely by Air Products; and (y) any advice given by or communications with in-house counsel of Air Products (to the extent it relates to any proposed transactions contemplated by this Agreement or any Ancillary Agreement) shall not be subject to any joint privilege and shall be owned solely by Air Products.

Pre-Distribution Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Separation Time Spinco Distribution have been and will be rendered either for (i) the collective benefit of each of the members of the Air Products Spinco Group and Remainco Group (“Collective Benefit Services”), or (ii) the Versum sole benefit of (A) Spinco (or a member of Spinco’s Group, ) in the case of legal and that each other professional services provided solely in respect of the members Spinco Business, or (B) Remainco (or a member of Remainco Group) in the case of legal and other professional services provided solely in respect of the Air Products Group and Remainco Business, as the Versum Group should case may be deemed to be the client with respect to such pre-distribution services for (“Sole Benefit Services”). For the purposes of asserting all privileges, immunities, immunities or other protections from disclosure which may be asserted under applicable Law, including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“Privilege”), (1) each of the members of the Spinco Group and Remainco Group shall be deemed to be the client with respect to Collective Benefit Services, and (2) Spinco or Remainco (or the applicable member of such Party’s Group), as the case may be, shall be deemed to be the client with respect to Sole Benefit Services. The Parties shall have a shared Privilege with With respect to all Information subject to Privilege (“Privileged Information”), (y) which relates the Parties shall have a shared Privilege for Privileged Information to the extent relating to Collective Benefit Services, and (z) Spinco or Remainco (or the applicable member of such pre-distribution servicesParty’s Group), as the case may be, shall have Privilege for Privileged Information to the extent relating to Sole Benefit Services and shall control the assertion or waiver of such Privilege. For the avoidance of doubt, Privileged Information within the scope of this Section 7.7 includes, but is not limited to, services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel; provided, however, that any such privileged communications or attorney-work product, whether arising prior to, or after the Separation Time, with respect to any matter for which a party hereto has an indemnification obligation hereunder, shall be subject to the sole control of such party, which shall be solely entitled to control the assertion or waiver of the privilege or protection, whether or not such communications or work product is in the possession of or under the control of such party. Notwithstanding the foregoing, the parties hereto acknowledge and agree that Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and in-house counsel of Air Products represent only Air Products and not Versum and that (x) any advice given by or communications with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP shall not be subject to any joint privilege and shall be owned solely by Air Products; and (y) any advice given by or communications with in-house counsel of Air Products (to the extent it relates to any proposed transactions contemplated by this Agreement or any Ancillary Agreement) shall not be subject to any joint privilege and shall be owned solely by Air Products.

Pre-Distribution Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Separation Time Spinco Distribution have been and will be rendered either for (i) the collective benefit of each of the members of the Air Products Spinco Group and Remainco Group (“Collective Benefit Services”), or (ii) the Versum sole benefit of (x) Spinco (or a member of Spinco’s Group) in the case of legal and other professional services provided solely in respect of a Spinco Asset, a Spinco Liability or the Spinco Business or (y) Remainco (or a member of Remainco Group) in the case of legal and that each other professional services provided solely in respect of a Remainco Asset, a Remainco Liability or the members of Remainco Business, as the Air Products Group and the Versum Group should case may be deemed to be the client with respect to such pre-distribution services for (“Sole Benefit Services”). For the purposes of asserting all privileges, immunities, immunities or other protections from disclosure which may be asserted under applicable Law, including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“Privilege”), (x) each of the members of the Spinco Group and Remainco Group shall be deemed to be the client with respect to Collective Benefit Services, and (y) Spinco or Remainco (or the applicable member of such Party’s Group), as the case may be, shall be deemed to be the client with respect to Sole Benefit Services. The Parties shall have a shared Privilege with With respect to all Information subject to Privilege (“Privileged Information”), (A) which relates the Parties shall have a shared Privilege for Privileged Information to the extent relating to Collective Benefit Services, and (B) Spinco or Remainco (or the applicable member of such pre-distribution servicesParty’s Group), as the case may be, shall have Privilege for Privileged Information to the extent relating to Sole Benefit Services and shall control the assertion or waiver of such Privilege. For the avoidance of doubt, Privileged Information within the scope of this Section 7.7 includes, but is not limited to, services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel; provided, however, that any such privileged communications or attorney-work product, whether arising prior to, or after the Separation Time, with respect to any matter for which a party hereto has an indemnification obligation hereunder, shall be subject to the sole control of such party, which shall be solely entitled to control the assertion or waiver of the privilege or protection, whether or not such communications or work product is in the possession of or under the control of such party. Notwithstanding the foregoing, the parties hereto acknowledge and agree that Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and in-house counsel of Air Products represent only Air Products and not Versum and that (x) any advice given by or communications with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP shall not be subject to any joint privilege and shall be owned solely by Air Products; and (y) any advice given by or communications with in-house counsel of Air Products (to the extent it relates to any proposed transactions contemplated by this Agreement or any Ancillary Agreement) shall not be subject to any joint privilege and shall be owned solely by Air Products.